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): November
18, 2008 (November 17, 2008)
RURBAN
FINANCIAL
CORP.
(Exact
name of registrant as specified in its charter)
|
Ohio
|
|
0-13507
|
|
34-1395608
|
|
(State
or other jurisdiction
of
incorporation or organization)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
401
Clinton Street, Defiance, Ohio 43512
(Address
of principal executive offices) (Zip Code)
(419)
783-8950
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report.)
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
November 17, 2008, Rurban Financial Corp. (the “Company”) issued a news release
announcing that the Company has received regulatory approval from the Federal
Reserve Bank of Cleveland and the Ohio Department of Financial Institutions
with
respect to the acquisition by the Company of NBM Bancorp, Incorporated (“NBM
Bancorp”) and its wholly-owned subsidiary, National Bank of Montpelier,
headquartered in Montpelier, Ohio. The shareholders of NBM Bancorp previously
adopted and approved the Agreement and Plan of Merger, dated as of May 22,
2008,
among the Company, Rurban Merger Corp. and NBM Bancorp (the “Merger Agreement”)
at a special meeting of shareholders of NBM Bancorp held on September 23, 2008.
Subject to the satisfaction of customary closing conditions set forth in the
Merger Agreement, the transaction is expected to close effective as of November
30th,
2008. A
copy of the news release is furnished as Exhibit 99.1 and is incorporated herein
by reference.
The
information in this Item 7.01, including Exhibit 99.1 furnished herewith, is
being furnished and shall not be deemed to be “filed” for purposes of Section 18
of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject
to the liabilities of that Section, nor shall such information be deemed to
be
incorporated by reference in any registration statement or other document filed
under the Securities Act of 1933 or the Exchange Act, except as otherwise stated
in such filing.
Item
9.01 Financial Statements and Exhibits
(a)
Not
Applicable
(b)
Not
Applicable
(c)
Not
Applicable
(d)
Exhibits
|
Exhibit
No.
|
Description
|
| |
|
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99.1
|
News
release issued by Rurban Financial Corp. on November 17, 2008
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| |
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SIGNATURE
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.
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RURBAN FINANCIAL CORP. |
|
|
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| Dated:
November 18, 2008 |
By: |
/s/ Duane
L.
Sinn |
| |
Duane
L. Sinn |
| |
Executive
Vice
President and Chief Financial Officer |
INDEX
TO
EXHIBITS
Current
Report on Form 8-K
Dated
November 18, 2008
Rurban
Financial Corp.
|
Exhibit
No.
|
Description
|
| |
|
|
99.1
|
News
release issued by Rurban Financial Corp. on November 17, 2008
|
| |
|