0001437749-11-003583.txt : 20110526 0001437749-11-003583.hdr.sgml : 20110526 20110525185517 ACCESSION NUMBER: 0001437749-11-003583 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110526 DATE AS OF CHANGE: 20110525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: First Trinity Financial CORP CENTRAL INDEX KEY: 0001395585 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 341991436 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-163901 FILM NUMBER: 11872253 BUSINESS ADDRESS: STREET 1: 7633 EAST 63RD PLACE, SUITE 230 CITY: TULSA STATE: OK ZIP: 74133 BUSINESS PHONE: 918-249-2438 MAIL ADDRESS: STREET 1: 7633 EAST 63RD PLACE, SUITE 230 CITY: TULSA STATE: OK ZIP: 74133 424B3 1 ftfc_424b3-163901.htm FORM 424(B)(3) ftfc_424b3-163901.htm
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-163901


FIRST TRINITY FINANCIAL CORPORATION

PROSPECTUS SUPPLEMENT NO. 2

(to Prospectus Dated April 7, 2011)

We are supplementing our Prospectus dated April 7, 2011 as originally filed as part of our Registration Statement on Form S-1 (Reg. No. 333-163901) with the Securities and Exchange Commission (the “Commission”) on December 21, 2009, as amended by that certain Post-Effective Amendment No. 3 to the Form S-1 on Form S-1/A, as filed with the Commission on March 31, 2011 (and effective as of April 7, 2011), as supplemented from time to time, related to the offering of up to 1,466,667 shares of common stock and an additional 133,334 shares for oversubscriptions (the “Prospectus”).  This Prospectus Supplement No. 2 is to provide information contained in our Form 8-K filed with the Commission on May 25, 2011.  A copy of which is attached hereto and incorporated herein by reference.  On May 12, 2011 we filed Prospectus Supplement No. 1 to supplement the Prospectus.

The information contained herein, including the information attached hereto, supplements and supersedes, in part, the information contained in the Prospectus and Prospectus Supplement No. 1.  This Prospectus Supplement No. 2 should be read in conjunction with the Prospectus and Prospectus Supplement No. 1 and is qualified by reference to the Prospectus and Prospectus Supplement No. 1 except to the extent that the information in this Prospectus Supplement No. 2 supersedes the information contained in the Prospectus and Prospectus Supplement No. 1.

ANY POTENTIAL INVESTORS IN OUR COMMON STOCK ARE URGED TO READ THE PROSPECTUS, PROSPECTUS SUPPLEMENT NO. 1 AND THIS PROSPECTUS SUPPLEMENT NO. 2 CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE OFFERING.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.  SEE “RISK FACTORS” BEGINNING ON PAGE 5 OF THE PROSPECTUS FOR THE RISKS ASSOCIATED WITH OUR BUSINESS.

Our Report on Form 8-K

On May 25, 2011, we filed with the Commission the attached communication of Other Events.

Neither the Commission nor the Oklahoma Department of Securities has approved or disapproved of these securities or determined if this Prospectus Supplement No. 2 is truthful or complete.  Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is May 25, 2011.


 
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 25, 2011


First Trinity Financial Corporation
(Exact Name of registrant as specified in its charter)


Commission File No.       000-52613
 
Oklahoma 34-1991436
(State or other jurisdiction
of incorporation or organization)
 (I.R.S. Employer Identification No.)
   
   
7633 E 63rd Place, Suite 230, Tulsa, OK 74133 
(Address of principal executive offices)   (Zip Code) 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

Item 8.01  Other Events
 
First Trinity Financial Corporation located in Tulsa, Oklahoma and First Trinity’s wholly owned subsidiary, Trinity Life Insurance Company, domiciled in Oklahoma, has entered into a Non Binding Term Sheet to acquire a California domiciled company with statutory admitted assets of $22.0 million. The company is licensed in California, Arizona, Hawaii, Montana, Nevada, Texas and Wyoming. The transaction is subject to customary regulatory approval and to First Trinity and the seller completing a definitive stock purchase agreement.




SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
First Trinity Financial Corporation
  
       
Date: May 25, 2011
By:
/s/ Gregg Zahn  
   
Gregg Zahn
President and Chief Executive Officer
  


 
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