-----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, Pvdt0KvVZsadXtxvo2uGInwxJzRcr7Toh3RS27LsjqAOeDATI2UpY2DTm/c5yavq WDhZTnxGrUTSpJYPIC6eEQ== 0001065949-08-000117.txt : 20080709 0001065949-08-000117.hdr.sgml : 20080709 20080709144916 ACCESSION NUMBER: 0001065949-08-000117 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080624 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080709 DATE AS OF CHANGE: 20080709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACOBS FINANCIAL GROUP, INC. CENTRAL INDEX KEY: 0000857501 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 840922335 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21210 FILM NUMBER: 08944727 BUSINESS ADDRESS: STREET 1: 300 SUMMERS STREET, SUITE 970 CITY: CHARLESTON STATE: WV ZIP: 25301 BUSINESS PHONE: 3043438171 MAIL ADDRESS: STREET 1: 300 SUMMERS STREET, SUITE 970 CITY: CHARLESTON STATE: WV ZIP: 25301 FORMER COMPANY: FORMER CONFORMED NAME: NELX INC DATE OF NAME CHANGE: 19940322 FORMER COMPANY: FORMER CONFORMED NAME: NELSON EXPLORATION INC /KS/ DATE OF NAME CHANGE: 19940131 8-K 1 jfgi8kamendrshvfinal.txt 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): June 24, 2008 ------------- JACOBS FINANCIAL GROUP, INC. ------------------------------ (Exact Name of Registrant as Specified in Its Charter) Delaware ---------------- (State or Other Jurisdiction of Incorporation) 0-21210 84-0922335 ---------------------- ------------------------------------- (Commission File Number) (I.R.S. Employer Identification Number) 300 Summers Street, Suite 970, Charleston, West Virginia 25301 ------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (304) 343-8171 ----------------- (Registrant's Telephone Number, Including Area Code) 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)) SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS Item 1.01 Entry to a Material Definitive Agreement The Registrant and its wholly owned subsidiary, RS Holdings, LLC, which entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") on February 8, 2008, with Reclamation Surety Holding Company, Inc. ("RSH"), pursuant to which the Registrant will acquire RSH and its subsidiaries, Cumberland Surety, Inc. and Newbridge Services, Inc., have agreed with RSH to amend the Merger Agreement by extending the date for closing until October 31, 2008. In consideration of the Amendment, the Registrant released the escrowed deposit of $50,000 for the benefit of the RSH shareholders. All other terms and conditions of the Merger Agreement were ratified and affirmed. A copy of the Amendment is included as Exhibit 99.1. The Merger Agreement was filed on February 13, 2008 and is incorporated herein by reference. SECTION 9. FINANCIAL STATEMENTS & EXHIBITS (a) Financial Statements of Business Acquired None. (b) Pro Forma Financial Information None. (c) Shell Company Transactions None. (d) Exhibits 99.1 First Amendment to Agreement and Plan of Merger 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. Jacobs Financial Group, Inc. /s/ John M. Jacobs ----------------------------- Date: July 9, 2008 John M. Jacobs President EX-99.1 2 ex991.txt EXHIBIT 99.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER ____________________________________________ The undersigned parties to the Agreement and Plan of Merger (the "Agreement") among Jacobs Financial Group, Inc., RS Holdings, LLC and Reclamation Surety Holding Company, Inc., dated February 8, 2008, do hereby agree to amend the Agreement as follows: 1. Section 8.1(b) of the Agreement is amended by striking the date, June 30, 2008, that appears therein and replacing it with October 31, 2008. 2. The Deposit shall be released to the RSH Shareholder Representatives for the benefit of the RSH Shareholders as of the date of this Amendment pursuant to the parties execution and delivery to the Escrow Agent of the Joint Instructions in the form attached hereto. 3. In all other respects the Agreement is ratified and affirmed. Witness the signatures of the parties to this First Amendment to the Agreement as of the 24th day of June, 2008. JACOBS FINANCIAL GROUP, INC. By: /s/ John M. Jacobs ____________________________ Name: John M. Jacobs Title: President RS HOLDINGS LLC. By: /s/ John M. Jacobs ____________________________ Name: John M. Jacobs Title: President RECLAMATION SURETY HOLDING COMPANY, INC. By: /s/ William S. Patterson ____________________________ Name: William S. Patterson Title: President RSH SHAREHOLDER REPRESENTATIVES /s/ William S. Patterson ____________________________ Name: William S. Patterson /s/ Nelson Radwan ____________________________ Name: Nelson Radwan -----END PRIVACY-ENHANCED MESSAGE-----