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): January 1, 2011
OLD NATIONAL BANCORP
(Exact name of Registrant as specified in its charter)
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| Indiana
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001-15817
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35-1539838 |
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(Commission File Number)
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(IRS Employer Identification No.) |
One Main Street
Evansville, Indiana 47708
(Address of Principal Executive Offices, including Zip Code)
(812) 464-1294
(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 (see General Instruction
A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Item 8.01. Other Events.
On January 1, 2011, Old National Bancorp, an Indiana corporation (“Old National”), completed
its previously announced acquisition of Monroe Bancorp, an Indiana corporation (“Monroe”), pursuant
to an Agreement and Plan of Merger dated October 5, 2010 (the “Merger Agreement”) by and between
Old National and Monroe. Pursuant to the terms of the Merger Agreement, which was approved by the
shareholders of Monroe on December 16, 2010, Monroe was merged with and into Old National, with Old
National as the surviving corporation (the “Merger”).
In connection with the Merger, Monroe shareholders will receive 1.216 shares of Old National
common stock for each share of Monroe common stock owned by them, subject to the terms of the
Merger Agreement. Any fractional shares of Old National common stock resulting from the foregoing
calculation will be replaced by cash in the amount of such fraction multiplied by $11.513.
At the effective time of the Merger, unvested Monroe stock options became fully vested and all
outstanding Monroe stock options converted into stock options to purchase a number of shares of Old
National common stock equal to the product (rounded down to the nearest whole share) of the number
of shares of Monroe common stock subject to the Monroe stock option and 1.216, at an exercise price
per share (rounded to the nearest whole cent) equal to the exercise price of such Monroe stock
option divided by 1.216. Except for the foregoing, the Monroe stock options will continue to be
governed by the same terms and conditions as were applicable under the related Monroe stock option
immediately prior to the effective time of the Merger.
Old National will issue approximately a total of 7,575,410 shares (not including shares
subject to Monroe stock options) of Old National common stock to former Monroe shareholders.
A copy of the Old National press release
dated January 3, 2011 announcing the completion of the Merger is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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99.1 |
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Press Release of Old National Bancorp dated January 3, 2011. |
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