-----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, HMPAoIuxVuVPv7ZN05OEqVl6hMxpq0qeWgkZgDVn+4lEYDQJhz5aFYP2U/DqGYmf u6CqmA4gsz8w1nWldoG4dg== 0000950152-02-004421.txt : 20020517 0000950152-02-004421.hdr.sgml : 20020517 20020517153409 ACCESSION NUMBER: 0000950152-02-004421 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020516 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDDLEFIELD BANC CORP CENTRAL INDEX KEY: 0000836147 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 341585111 STATE OF INCORPORATION: OH FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32561 FILM NUMBER: 02656217 BUSINESS ADDRESS: STREET 1: 15985 E HIGH ST STREET 2: P O BOX 35 CITY: MIDDLEFILED STATE: OH ZIP: 44062-9263 BUSINESS PHONE: 4406321666 MAIL ADDRESS: STREET 1: 15985 EAST HIGH STREET STREET 2: P O BOX 35 CITY: MIDDLEFIELD STATE: OH ZIP: 44062-9263 8-K 1 l94592ae8-k.txt MIDDLEFIELD BANC CORP. FORM 8-K 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 16, 2002 - -------------------------------------------------------------------------------- Middlefield Banc Corp. - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Ohio 33-23094 34-1585111 - ----------------------------------------------------------------------------------------- (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION INCORPORATION OR ORGANIZATION) NUMBER)
15985 East High Street, Middlefield, Ohio 44062-0035 - -------------------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (440) 632-1666 - -------------------------------------------------------------------------------- N/A - -------------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. ----------------------------------------- Middlefield Banc Corp. issued a press release on May 16, 2002 announcing the declaration of quarterly cash and share dividends. A copy of the May 16, 2002 press release is attached hereto as Exhibit 99.1. This summary of the press release is qualified in its entirety by reference to Exhibit 99.1, which is incorporated herein by this reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired. ------------------------------------------- Not applicable (b) Pro forma financial information. ------------------------------- Not applicable (c) Exhibits. -------- 99.1 Middlefield Banc Corp. May 16, 2002 press release 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. MIDDLEFIELD BANC CORP. DATED: May 16, 2002 By: /s/ Thomas G. Caldwell --------------------------------- Thomas G. Caldwell Its: President and Chief Executive Officer MIDDLEFIELD BANC CORP. CURRENT REPORT ON FORM 8-K INDEX OF EXHIBITS EXHIBIT - ------- 99.1 Middlefield Banc Corp. May 16, 2002 press release EX-99.1 3 l94592aex99-1.txt EX-99.1 Exhibit 99.1 _________________ MBC MIDDLEFIELD BANC CORP. _________________ CORPORATE OFFICE: 15985 EAST HIGH STREET, P. O. BOX 35(0)MIDDLEFIELD, OHIO 44062 440/632-1666 888/801-1666 440/632-1700 FAX =============================================================================== PRESS RELEASE =============================================================================== Contact: Thomas G. Caldwell Donald L. Stacy President and CEO Treasurer and Chief Financial Officer (440) 632-1666 Ext. 3200 (440) 632-1666 Ext. 3231 May 16, 2002 SUBJECT: MIDDLEFIELD BANC CORP. ANNOUNCES 5% STOCK DIVIDEND AND CASH DIVIDEND PAYMENT OF $0.18 PER SHARE, DIVIDEND REINVESTMENT PLAN MIDDLEFIELD, OHIO ---- Middlefield Banc Corp. (Pink Sheets: MBCN) today announced that its Board of Directors has declared a 5 percent share dividend for shareholders of record on June 4, 2002 and a quarterly cash dividend payment of $0.18 per share. On June 14, 2002, shareholders of record will receive additional stock shares equal to 5% of their present holdings plus payment representing any fractional shares on the record date. Payment of the second quarter dividend in the amount of $0.18 per share will be on total holdings including the new share dividend. This second quarter dividend represents a 34.9% increase over that paid during the same period in 2001. Thomas G. Caldwell, President and Chief Executive Officer stated, "We are very pleased to be able to reward our shareholders in this fashion. This stock dividend combined with an increased cash dividend reflects the positive historic growth of MBCN and our projections for continued growth in earning assets." The Board of Directors has also authorized the creation of a Dividend Reinvestment Plan for the benefit of shareholders. Under the plan, shareholders of record will have the option to reinvest all or any part of their cash dividends into the purchase of additional shares at the last reported sale price. Additionally, optional cash payments of up to $5,000 per year will be permitted. It is anticipated that this plan, which will authorize no more than two hundred thousand (200,000) shares, will be formally introduced to shareholders by a prospectus filed with the Securities Exchange Commission during the third quarter of 2002. The company's announcement of this dividend reinvestment plan offering does not constitute an offer for sale of any securities. Any offer for sale of Middlefield Ban Corp.'s stock through the Dividend Reinvestment Plan will be communicated to shareholders of record solely through a prospectus. The Annual Meeting of Middlefield Banc Corp. was held on May 15, 2002. During the meeting, shareholders reelected three directors to the board. They are Frances H. Frank, Secretary and Treasurer of The Frank Agency, Inc.; Thomas C. Halstead, Co-owner of Settlers' Farm; and Donald E. Villers, retired from Copperweld Steel. Headquarted in Middlefield, Ohio, Middlefield Banc Corp. is a one-bank holding company for The Middlefield Banking Company. The Middlefield Banking Company , operates five full service banking offices in Chardon, Garrettsville, Mantua and Middlefield, Ohio. Middlefield Banc Corp. trades under the symbol MBCN. The information contained in this press release contains forward-looking statements regarding future performance which are not historical facts and which involve risk and uncertainties. Actual results and performance could differ materially from those contemplated by these forward looking statements. -----END PRIVACY-ENHANCED MESSAGE-----