0000916480-13-000117.txt : 20130814 0000916480-13-000117.hdr.sgml : 20130814 20130814171942 ACCESSION NUMBER: 0000916480-13-000117 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130808 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130814 DATE AS OF CHANGE: 20130814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSB HOLDINGS INC /WI/ CENTRAL INDEX KEY: 0000948368 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 391804877 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26480 FILM NUMBER: 131037684 BUSINESS ADDRESS: STREET 1: 1905 WEST STEWART AVE CITY: WAUSAU STATE: WI ZIP: 54401 BUSINESS PHONE: 7158422191 MAIL ADDRESS: STREET 1: P.O. BOX 1686 CITY: WAUSAU STATE: WI ZIP: 54402-1686 FORMER COMPANY: FORMER CONFORMED NAME: PEOPLES STATE BANK /WI/ DATE OF NAME CHANGE: 19950721 8-K 1 psb8k.htm PSB FORM 8-K PSB Form 8-K  (W0684140.DOC;1)



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 8, 2013


PSB HOLDINGS, INC.

(Exact name of registrant as specified in its charter)



WISCONSIN

0-26480

39-1804877

(State or other

(Commission File

(IRS Employer

jurisdiction of

Number)

Identification

incorporation)

Number)


1905 STEWART AVENUE

WAUSAU, WI 54401

(Address of principal executive offices, including Zip Code)


(715) 842-2191

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 23.425)


£

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))





INFORMATION TO BE INCLUDED IN THE REPORT


Item 5.03.

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year


On August 8, 2013, PSB Holdings, Inc. (the “Company”) filed an amendment to its Second Amended and Restated Articles of Incorporation in order to increase the authorized common stock of the Company to 6 million shares from 3 million shares.  The amendment was previously approved by the Company’s shareholders at the Company’s most recent annual meeting of shareholders.  The increase in the number of authorized shares of common stock will, provide additional shares for future stock splits or stock dividends, the issuance of stock in connection with employee stock option and other employee benefit plans that may be adopted in the future, possible acquisitions, and for other general corporate purposes.  The Company’s board of directors has no present intention to issue any additional common stock pursuant to any plan that is not now in effect.  In addition, the Company has no present intention to acquire any other business or entity in exchange for stock, and there are no other commitments for the issuance of additional common stock at this time other than pursuant to annual discretionary restricted stock awards as determined by the Company’s Board of Directors.  


The amendment to the Company’s Second Amended and Restated Articles of Incorporation are attached as Exhibit 3.1 and are incorporated herein by reference.  


Item 9.01

Financial Statements and Exhibits


Exhibit 3.1

Articles of Amendment to Second Amended and Restated Articles of Incorporation of PSB Holdings, Inc., dated as of August 8, 2013


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.



PSB HOLDINGS, INC.




Date:  August 14, 2013

By:  SCOTT M. CATTANACH

Scott M. Cattanach

Treasurer




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EXHIBIT INDEX

to

FORM 8-K

of

PSB HOLDINGS, INC.

Dated August 8, 2013

Pursuant to Section 102(d) of Regulation S-T

(17 C.F.R. Section 232.102(d))



Exhibit 3.1

Articles of Amendment to Second Amended and Restated Articles of Incorporation of PSB Holdings, Inc., dated as of August 8, 2013



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 EX-3.1 3 psbexa.htm PSB EXHIBIT 3.1 Exhibit A - Articles of Amendment  (W0681809.DOC;1)

Exhibit A



ARTICLES OF AMENDMENT

TO

SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

PSB HOLDINGS, INC.




1.

The name of the Corporation is PSB Holdings, Inc.


2.

The first three paragraphs of Article III of the Second Amended and Restated Articles of Incorporation of PSB Holdings, Inc. are amended to read as follows:


The aggregate number of shares that the Corporation shall have the authority to issue, the designation of each class of shares, the authorized number of shares of each class, and the par value thereof per share, shall be as follows:


Designation of Class

 

Par Value per Share

 

Authorized Number of Shares

 

 

 

 

 

Common Stock

 

$0.00

 

6,000,000

 

Preferred Stock

 

$0.00

 

     30,000

 


Any and all such shares of Common Stock and Preferred Stock may be issued for such consideration as shall be fixed from time to time by the Board of Directors.


3.

Except as set forth above, the remainder of Article III of the Second Amended and Restated Articles of Incorporation of PSB Holdings, Inc. shall remain as currently in effect.


4.

The foregoing amendment was proposed on April 16, 2013, by the Board of Directors and adopted on April 16, 2013, by the Shareholders, pursuant to Section 180.1003, Wisconsin Statutes.



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Executed as of the 8th day of August, 2013.





SCOTT M. CATTANACH

Scott M. Cattanach

Secretary and Treasurer



























Drafted By:

Return To:


Matthew D. Rowe, Esq.

Cindy M .Dahlke, Paralegal

Ruder Ware, L.L.S.C.

Ruder Ware, L.L.S.C.

P.O. Box 8050

P.O. Box 8050

Wausau, WI  54402-8050

Wausau, WI  54402-8050



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