8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  June 1, 2016
Horizon Bancorp
(Exact Name of Registrant as Specified in Its Charter)
Indiana	000-10792	35-1562417
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
515 Franklin Square, Michigan City, Indiana		46360
(Address of Principal Executive Offices)		(Zip Code)
(219) 879-0211
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)

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

On June 1, 2016, Horizon Bancorp (“Horizon”) completed its previously announced acquisition of Kosciusko Financial, Inc., an Indiana corporation (“Kosciusko”), pursuant to an Agreement and Plan of Merger dated February 4, 2016 (the “Merger Agreement”) between Horizon and Kosciusko.  The shareholders of Kosciusko approved the Merger at a special shareholder meeting on May 25, 2016. Pursuant to the Merger Agreement, Kosciusko merged with and into Horizon, with Horizon surviving the merger (the “Merger”), and Farmers State Bank, an Indiana state chartered bank and wholly owned subsidiary of Kosciusko, merged with and into Horizon Bank, National Association, the wholly owned national bank subsidiary of Horizon (“Horizon Bank”), with Horizon Bank as the surviving bank.

Shareholders of Kosciusko received consideration for the Merger in the form of cash and/or shares of Horizon’s common stock in exchange for their shares of Kosciusko’s common stock, as described more fully in the Merger Agreement, a copy of which appears as Appendix A to the Registration Statement on Form S-4 filed by Horizon with the Securities and Exchange Commission on March 16, 2016.

On June 1, 2016, Horizon and Kosciusko issued a joint press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01  Financial Statements and Exhibits

(d)  Exhibits
Exhibit No.	Description
99.1	Press Release issued June 1, 2016

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 hereto duly authorized.

Date: June 1, 2016	HORIZON BANCORP
	By:	/s/ Craig M. Dwight
		Craig M. Dwight,
		Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description	Location
99.1	Press Release issued June 1, 2016	Attached

EX-99.1

Exhibit 99.1

Date: June 1, 2016

FOR IMMEDIATE RELEASE

Horizon Bancorp Announces

Closing of Kosciusko Financial, Inc. Merger

Michigan City, IN – Horizon Bancorp (NASDAQ GS: HBNC, “Horizon”), the parent of Horizon Bank, N.A., (“Horizon Bank”) announces the completion of the acquisition of Kosciusko Financial, Inc. (Privately Held “Kosciusko”), and its wholly-owned subsidiary, Farmers State Bank, of Mentone, Indiana, effective June 1, 2016. Kosciusko was merged into Horizon and simultaneously Farmers State Bank into Horizon Bank. As previously announced, the banks will operate under the name Horizon Bank.

As part of this transaction, Horizon Bank added five new branches to expand its branch network to fifty offices throughout northern and central Indiana and southern Michigan. “We’re confident customers will be pleased that many of the familiar faces they’ve come to know and trust will remain with Horizon at their local branches. Teaming up with the experienced banking professionals at Farmers State Bank has been a pleasure.  They are committed to their customers and the community which shows in all that they do,” said Craig M. Dwight, Horizon Bank’s Chairman and Chief Executive Officer.

Greg Maxwell, President and Chief Executive Officer of Farmers State Bank, stated, “We are pleased to team up with a company that instills the same values as Farmers State Bank has throughout the years.  Horizon is a solid company committed to its customers and local communities.”

 “Mr. Maxwell will continue to assist with this transition through his retirement date of December 31, 2016. To further solidify our shared philosophies of exceptional customer service and commitment to community banking, Mr. Maxwell is happily passing on the local leadership role to 27-year Farmers State Bank veteran, Lindy Breeden,” continued Dwight.  Breeden has been named Market President for Kosciusko County.   In addition, Horizon will establish a Kosciusko County advisory board to maintain the pulse of the community.

Dwight further commented, “Horizon Bank will add value to the customers served by Farmers State Bank by broadening their product line-up which includes robust mobile banking and internet banking services; advanced treasury management services for businesses; a wide range of mortgage products; higher lending limits; and service guarantees on loan approvals.”

The companies are finalizing integration plans that include a systems integration and sign change expected to take place the weekend of June 25, 2016. As a result, customer accounts will automatically change to Horizon accounts with no action required on the part of the customer. Customer checks, debit cards, direct deposits, payments, and account numbers will remain unchanged in order to make this transition as smooth as possible.

Horizon was advised by Raymond James & Associates, Inc. and the law firm of Barnes & Thornburg, LLP.  Kosciusko was advised by Austin Associates, LLC and the law firms of Rockhill Pinnick LLP and Shumaker, Loop & Kendrick, LLP.

-MORE-

Page 2: Cont. Horizon Bancorp & Kosciusko Financial Merger

About Horizon Bancorp

Horizon Bancorp is a locally owned, independent, commercial bank holding company serving northern and central Indiana and southwest and central Michigan through its commercial banking subsidiary Horizon Bank, N.A.  Horizon also offers mortgage-banking services throughout the Midwest. Horizon may be reached online at www.horizonbank.com.  Its common stock is traded on the NASDAQ Global Select Market under the symbol HBNC.

About Kosciusko Financial, Inc.

Kosciusko Financial, Inc. is an Indiana corporation headquartered in Mentone, Indiana with Farmers State Bank as its wholly-owned subsidiary.  Farmers State Bank was founded in 1892 and offers a full range of banking and trust services with five branch locations serving northeast Indiana.  Farmers State Bank may be reached online at www.fsbanking.com.

Forward Looking Statements

This press release may contain forward-looking statements regarding the financial performance, business prospects, growth and operating strategies of Horizon. For these statements, Horizon claims the protections of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements in this press release should be considered in conjunction with the other information available about Horizon, including the information in the filings we make with the Securities and Exchange Commission. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance.

Although management believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those expressed or implied in such statements. Risks and uncertainties that could cause actual results to differ materially include risk factors relating to the banking industry and the other factors detailed from time to time in Horizon’s reports filed with the Securities and Exchange Commission, including those described in “Item 1A Risk Factors” of Part I of Horizon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.  Undue reliance should not be placed on the forward-looking statements, which speak only as of the date hereof. Horizon does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to update any forward-looking statement to reflect the events or circumstances after the date on which the forward-looking statement is made, or reflect the occurrence of unanticipated events, except to the extent required by law.

Horizon Contact Information:	Kosciusko Contact Information:
Craig M. Dwight	J. Gregory Maxwell
Chairman and	President and
Chief Executive Officer	Chief Executive Officer
Phone: (219) 873-2725	Phone: (574) 265-2526
Mark E. Secor	Lindy Breeden
Chief Financial Officer	Executive Vice President and
Phone: (219) 873-2611	Chief Credit Officer
Fax: (219) 874-9280	Phone: (574) 353-7521

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