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 23, 2013
Chemical Financial Corporation
(Exact Name of Registrant as
Specified in its Charter)
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Michigan |
000-08185 |
38-2022454 |
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235 E. Main Street |
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Registrant's telephone number, including area code: (989) 839-5350
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 |
Regulation FD Disclosure. |
On May 23, 2013, Chemical Financial Corporation issued the press release attached as Exhibit 99.1 to this Form 8-K, which is here incorporated by reference. This Report and the Exhibit are furnished to, and not filed with, the Commission.
Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits: |
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99.1 |
Press Release dated May 23, 2013. This Exhibit is furnished to, and not filed with, the Commission. |
SIGNATURES
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.
Dated: |
May 23, 2013 |
CHEMICAL FINANCIAL CORPORATION |
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/s/ Lori A. Gwizdala |
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Lori A. Gwizdala |
EXHIBIT INDEX
Exhibit Number |
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Document |
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99.1 |
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Press Release dated May 23, 2013. This Exhibit is furnished to, and not filed with, the Commission. |
EXHIBIT 99.1
For further information:
David B. Ramaker, CEO
Lori A. Gwizdala, CFO
989-839-5350
Chemical Financial Corporation Files Shelf Registration Statement
MIDLAND, MI - Chemical Financial Corporation (NASDAQ: CHFC) (the "Company"), a financial holding company headquartered in Midland, Michigan and parent company of Chemical Bank, announced today that it has filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (the "SEC"). The shelf registration statement is designed to provide the Company with greater flexibility to raise additional capital and take advantage of business opportunities if and when such opportunities arise, subject to market conditions and the capital requirements of the Company.
If and when the shelf registration statement is declared effective, it will permit the Company, from time to time, to offer and sell up to $100 million of common stock, preferred stock, debt securities, depositary shares, warrants, purchase contracts, units comprised of any such securities, or any combination thereof in one or more future public offerings. The actual amount and type of securities and the terms of those securities will be determined at the time of sale, if such sale occurs. At the present time, the Company has no specific use of proceeds or plans to offer any of the securities covered by the registration statement.
A registration statement relating to the securities listed in the shelf registration statement has been filed with the SEC, but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
About Chemical Financial Corporation
Chemical Financial Corporation is the second largest banking company headquartered and operating branch offices in Michigan. The Corporation operates through a single subsidiary bank, Chemical Bank, with 156 banking offices spread over 38 counties in the lower peninsula of Michigan. At March 31, 2013, the Corporation had total assets of $6.0 billion. Chemical Financial Corporation's common stock trades on The NASDAQ Stock Market under the symbol CHFC and is one of the issues comprising The NASDAQ Global Select Market. More information about the Corporation is available by visiting the investor relations section of its website at www.chemicalbankmi.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain forward-looking statements that involve risks and uncertainties, including statements regarding the sale of securities under the shelf registration statement. Such statements are only predictions. Actual results could differ materially from these
statements and the Company may be unable to complete any sale of securities under the shelf registration statement due to a number of factors. These factors include unfavorable market conditions and other risk factors that are more fully discussed in the shelf registration statement and in the Company's periodic reports and other filings with the SEC.