-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KT8yw3G7ByyCudXdpRKtFK4g6SKrlROKHLzKglXpFCNcNgx2+6A0+Bsdj+kuoqNs YoSBPHR+LwRcmj3y2PhBEA== 0000905729-07-000462.txt : 20071128 0000905729-07-000462.hdr.sgml : 20071128 20071128101042 ACCESSION NUMBER: 0000905729-07-000462 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071127 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071128 DATE AS OF CHANGE: 20071128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN MICHIGAN BANCORP INC CENTRAL INDEX KEY: 0000703699 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 382407501 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49772 FILM NUMBER: 071270290 BUSINESS ADDRESS: STREET 1: 51 W PEARL ST CITY: COLDWATER STATE: MI ZIP: 49036 BUSINESS PHONE: 5172795500 MAIL ADDRESS: STREET 1: 51 W PEARL ST CITY: COLDWATER STATE: MI ZIP: 49036 8-K 1 smb8k_112807.htm SOUTHERN MICHIGAN FORM 8-K - 11-28-07 Southern Michigan Form 8-K - 11/28/07

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):  November 27, 2007

Southern Michigan Bancorp, Inc.
(Exact Name of Registrant as
Specified in its Charter)

 

Michigan
(State or Other Jurisdiction
of Incorporation)

000-49772
(Commission
File Number)

38-2407501
(IRS Employer
Identification No.)

 



51 West Pearl Street
P.O. Box 309
Coldwater, Michigan

(Address of Principal Executive Offices)

 


49036-1995
(Zip Code)

 

Registrant's telephone number, including area code:  (517) 279-5500



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 8.01.

Other Events.

          On November 27, 2007, FNB Financial Corporation ("FNB") advised Southern Michigan Bancorp, Inc. ("Southern") that the shareholders of FNB held a special meeting to consider and vote on approval of the previously disclosed Agreement and Plan of Merger between FNB and Southern and that, at the meeting, the Agreement and Plan of Merger was approved by the requisite vote of FNB's shareholders.

          On November 28, 2007, Southern issued the press release attached as Exhibit 99.1 to this report, which is here incorporated by reference.

Item 9.01

Financial Statements and Exhibits.


 

(d)

Exhibits:


   

99.1

Press Release, dated November 28, 2007.










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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:  November 28, 2007

SOUTHERN MICHIGAN BANCORP, INC.
(Registrant)

 

 

 

 

 

 

 

By:

/s/ Danice L. Chartrand


 

 

Danice L. Chartrand
Senior Vice President, Chief Financial
Officer, Secretary and Treasurer








- -3-


EXHIBIT INDEX

Exhibit
Number

 


Document

 

 

 

99.1

 

Press Release, dated November 28, 2007.












EX-99.1 2 smbex991_112807.htm SOUTHERN MICHIGAN EXHIBIT 99.1 TO FORM 8-K Southern Michigan Bancorp Exhibit 99.1 to Form 8-K - 11-28-07

EXHIBIT 99.1

SOUTHERN MICHIGAN BANCORP, INC.
51 West Pearl Street
Coldwater, MI 49036

FOR IMMEDIATE RELEASE
CONTACT: John H. Castle, CEO
(517) 279-5500


FNB Financial Corporation Shareholders Approve Merger into Southern Michigan Bancorp, Inc.

Coldwater, Michigan, and Three Rivers, Michigan, November 28, 2007: John H. Castle, Chairman & CEO of Southern Michigan Bancorp, Inc. ("Southern"), and Richard E. Dyer, President & CEO of FNB Financial Corporation ("FNB"), jointly announced today that the shareholders of FNB have approved the merger of FNB into Southern pursuant to an Agreement and Plan of Merger, dated April 17, 2007, as amended (the "Plan of Merger").

Southern and FNB have obtained all necessary regulatory approvals and expect to complete the merger effective December 1, 2007. Completion of the merger remains subject to the satisfaction of certain conditions set forth in the Plan of Merger.

Under the terms of the Plan of Merger, FNB shareholders will receive for each share of FNB common stock they hold, at their election, either $45.35 in cash, 1.87 shares of Southern common stock (plus cash in lieu of any fractional share), or a combination of both cash and stock. All elections are subject to an allocation adjustment to ensure that 50% of the outstanding shares of FNB common stock are converted into the right to receive cash and 50% of the outstanding shares of FNB common stock are converted into the right to receive Southern common stock. The total value of the transaction is approximately $24.7 million based on the closing market price of Southern common stock on November 23, 2007.

Southern is a bank holding company headquartered in Coldwater, Michigan. Southern Michigan Bank & Trust, Southern's wholly owned subsidiary, operates 11 branches within Branch, Calhoun and Hillsdale Counties.







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