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) August 6, 2012 (August 1, 2012)
Fentura Financial, Inc.
(Exact name of registrant as specified in its charter)
| Michigan | 0-23550 | 38-2806518 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 175 North Leroy Street P.O. Box 725 Fenton, Michigan |
48430-0725 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code(810) 629-2263
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 8.01 | Other Events. |
On August 1, 2012, Fentura Financial, Inc. announced the Board of Directors’ preliminary approval of a going private merger transaction and its intent to deregister as a public reporting company with the Securities and Exchange Commission.
A copy of the press release is attached hereto as an exhibit and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
Exhibit Number
| 99.1 | Fentura Financial, Inc. 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.
| FENTURA FINANCIAL, INC. | ||||
| (Registrant) | ||||
| By: | /s/ Ronald L. Justice | |||
|
| ||||
| Ronald L. Justice, President and Chief Executive Officer | ||||
Dated: August 6, 2012
EXHIBIT INDEX
Exhibit Number
| 99.1 | Fentura Financial, Inc. Press Release |
Exhibit 99.1
FENTURA FINANCIAL, INC. TO DEREGISTER
WITH THE SECURITIES AND EXCHANGE COMMISSION
| Contact: | James Distelrath | |
| Phone: | (810) 750-8725 | |
| Date: | August 1, 2012 | |
FENTON, MI – Fentura Financial, Inc. (the “Company”), the Michigan bank holding company of The State Bank, Fenton, MI (“The State Bank”), announced that it intends to file a Form 15 with the Securities and Exchange Commission (the “Commission”) to deregister its common stock, no par value (the “Common Stock”) under the Securities Exchange Act of 1934, as amended, which will terminate the Company’s obligation to file periodic and annual reports with the Commission. The Company’s board of directors has determined that the Company would benefit from such action by eliminating significant costs, including fees and expenses relating to the preparation and filing of periodic reports with the Commission, and by permitting management to spend less time on report preparation, which will allow them to devote full attention and effort to the Company’s operations. The Company intends to continue to hold annual meetings and to provide its shareholders with financial information.
The State Bank is a community bank owned and operated by people living and working in Southeast Michigan. The State Bank offers a full range of financial products and services to businesses and consumers. The State Bank is headquartered at 175 North Leroy Street, Fenton, Michigan 48430 and its phone number is (810) 750-8725.
Additional information about the Company and The State Bank is available at www.Fentura.com.