-----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, AqZ4764FLdW+/SrK6GJLGPMgUjoJ7Zb6nv1tEHwzltK2TYO4YlRuufPhFtNRpNve 16B1OStU9EV6F1mjLnYkQQ== 0000950152-02-005400.txt : 20020710 0000950152-02-005400.hdr.sgml : 20020710 20020710153804 ACCESSION NUMBER: 0000950152-02-005400 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020710 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020710 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: 02699983 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 l95249ae8vk.txt MIDDLEFIELD BANC CORP. 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): July 10, 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 INCORPORATION OR ORGANIZATION) IDENTIFICATION 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. announced that its board authorized the repurchase of up to 4.99% of Middlefield Banc Corp.'s outstanding common stock. Middlefield Banc Corp. currently has approximately 1,158,751 shares outstanding. For additional information, reference is made to Middlefield Banc Corp.'s press release dated July 10, 2002, which is attached hereto as Exhibit 99.1 and incorporated herein by this reference. The information contained or incorporated by reference in this current report on Form 8-K may contain forward-looking statements, including certain plans, expectations, goals, and projections, which are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors, including: changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of business strategies; the nature, extent, and timing of governmental actions and reforms; and extended disruption of vital infrastructure. All forward-looking statements included in this current report on Form 8-K are based on information available at the time of the report. Middlefield Banc Corp. assumes no obligation to update any forward-looking statement. 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. July 10, 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: July 10, 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. July 10, 2002 press release EX-99 3 l95249aexv99.txt EXHIBIT 99 Exhibit 99.1 [MIDDLEFIELD BANC CORP. LOGO] ================================================================================ PRESS RELEASE ================================================================================ Contact: Thomas G. Caldwell President and Chief Executive Officer (440) 632-1666 MIDDLEFIELD BANC CORP. TO REPURCHASE UP TO 4.99% OF ITS OUTSTANDING SHARES MIDDLEFIELD, Ohio (July 10, 2002) - Middlefield Banc Corp. ("MBCN") today announced that the Company's Board of Directors has approved a stock repurchase program authorizing the repurchase of up to 57,821 shares of the Company's outstanding common stock. The repurchase program will depend on market conditions. Accordingly, there is no guarantee of the exact number of shares that may be repurchased. Currently Middlefield Banc Corp. has approximately 1,158,751shares outstanding. Thomas G. Caldwell, President and Chief Executive Officer of Middlefield Banc Corp., stated that the repurchase program will expire in July 2003. The board of directors' approval of the repurchase program took into account current economic and market factors, alternate investment strategies, and the strong capital position of the Company and its banking subsidiary, The Middlefield Banking Company. The Company believes that the repurchase of its shares will benefit the Company and its stockholders. According to Mr. Caldwell, the repurchases generally would be effected through open market purchases or in privately negotiated transactions. The repurchased shares will become treasury shares available for general corporate purposes. As of June 30, 2002, Middlefield Banc Corp. reported total assets of $214.6 million and stockholders' equity of $20.7 million, more than 9.6% of total assets. Headquartered in Middlefield, Ohio, Middlefield Banc Corp. is a one-bank holding company for The Middlefield Banking Company. The bank serves Geauga, Portage, Ashtabula and Trumbull Counties through offices in Chardon, Garrettsville, Mantua, and Middlefield. FORWARD-LOOKING STATEMENT This press release contains certain forward-looking statements, including certain plans, expectations, goals, and projections, which are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors including: changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of business strategies; the nature, extent, and timing of governmental actions and reforms; and extended disruption of vital infrastructure. All forward-looking statements included in this news release are based on information available at the time of the release. Middlefield assumes no obligation to update any forward-looking statement.
15985 East High Street - P. O. Box 35 - Middlefield, Ohio 44062 - 440-632-1666 - FAX 440-632-1700 - 888-801-1666
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