-----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, Q/Qepu1Pg1U+COeas/XrnUusuqAUz8QgXWmRGm8nb8//RVhisT/JbYDyhSNfN9An DEPma8eprFoSE+e7dooyig== 0000939057-10-000399.txt : 20101223 0000939057-10-000399.hdr.sgml : 20101223 20101223120528 ACCESSION NUMBER: 0000939057-10-000399 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101222 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101223 DATE AS OF CHANGE: 20101223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SECURITY FEDERAL CORP CENTRAL INDEX KEY: 0000818677 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 570858504 STATE OF INCORPORATION: SC FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16120 FILM NUMBER: 101271334 BUSINESS ADDRESS: STREET 1: 238 RICHLAND AVENUE WEST CITY: AIKEN STATE: SC ZIP: 29801 BUSINESS PHONE: 8036413000 MAIL ADDRESS: STREET 1: 238 RICHLAND AVENUE WEST CITY: AIKEN STATE: SC ZIP: 29801 FORMER COMPANY: FORMER CONFORMED NAME: SECURITY FEDERAL CORPORATION DATE OF NAME CHANGE: 19920703 8-K 1 k122210.htm SECURITY FEDERAL CORPORATION FORM 8-K k122210.htm
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): December 22, 2010
 
SECURITY FEDERAL CORPORATION
(Exact name of registrant as specified in its charter)
 
South Carolina
 
0-16120
 
57-0858504
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
 File Number)
 
Identification No.)
 
238 Richland Avenue West, Aiken, South Carolina
 
29801
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number (including area code):  (803) 641-3000
 
 
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.
 
[ ]   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 3.02. Unregistered Sales of Equity Securities.
 
 
On December 22, 2010, Security Federal Corporation, a South Carolina corporation (the "Company"), sold 82,906 shares of its common stock, $0.01 par value per share, to certain accredited investors who participated in the private placement. The purchase price of $10.00 per share was approved by the Board of Directors of the Company on October 21, 2010 and was based on independent valuation. The Company received net proceeds from the sale of these shares of approximately $829,060 and plans to use the net proceeds for general corporate purposes.
 
The shares of the Company's common stock sold in the offering were issued in reliance upon exemptions from registration available under Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and are "restricted securities". The Company relied upon information provided by each purchaser, including representations and warranties in the subscription agreement, to comply with the exemption from registration under Rule 506 of the Securities Act.
 
The Company's press release, dated December 23, 2010, regarding the offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits. The following exhibit is being filed herewith and this list shall constitute the exhibit index:
 
Exhibit
Number
 
 
Description of Exhibit
     
99.1
 
Press Release dated December 23, 2010 issued by Security Federal Corporation




 
 

 
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.

 
SECURITY FEDERAL CORPORATION
     
     
Date: December 22, 2010
By:
/s/Timothy W. Simmons
   
Timothy W. Simmons
   
President and Chief Executive Officer
 
 
 

EX-99.1 2 ex991122210.htm EXHIBIT 99.1 ex991122210.htm
Exhibit 99.1
 
News Release
 
SECURITY FEDERAL CORPORATION COMPLETES SALE OF COMMON STOCK IN PRIVATE PLACEMENT
 
 
Aiken, South Carolina (December 23, 2010) - Security Federal Corporation (OTCBB:SFDL) (“Company”), the holding company for Security Federal Bank (“Bank”), today announced that on December 22, 2010 it sold 82,906 shares of its common stock at $10.00 per share to accredited investors in a private placement. The Company did not use a placement agent, broker or similar service in connection with the private placement. The purchase price of $10.00 per share was approved by the Board of Directors of the Company on October 21, 2010 and was based upon an independent valuation. The approximate $829,060 in net proceeds will be used by the Company for general corporate purposes.
 
 
The shares of the Company's common stock issued in conjunction with the private placement were issued pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and are "restricted securities." These shares may not be offered or sold in the United States absent registration with the Securities and Exchange Commission under the Securities Act or an applicable exception therefrom.
 
Security Federal Bank has 13 full service branch locations in Aiken, Clearwater, Graniteville, Langley, Lexington, North Augusta, Wagener, Columbia and West Columbia, South Carolina and Evans, Georgia. A full range of financial services, including trust and investments, are provided by the Bank and insurance services are provided by the Bank’s wholly-owned subsidiary, Security Federal Insurance, Inc.

Forward-looking statements:
Certain matters discussed in this press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are made pursuant to the safe harbors of the PSLRA. Any such forward-looking statements are subject to various risks and uncertainties and are therefore qualified by Security Federal Corporation’s cautionary statements contained in its filings with the Securities and Exchange Commission, including, but not limited to Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.   Accordingly, these factors should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such statements.  The Company undertakes no responsibility to update or revise any forward-looking statements.

For additional information contact Roy G. Lindburg, Chief Financial Officer, at (803) 641-3000.
 
 
 

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