Form 8-K SOX Blackout Notice
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): October 13, 2006
REPUBLIC
BANCORP INC.
(Exact
name of registrant as specified in its charter)
|
Michigan
(State
or other jurisdiction of incorporation)
|
0-15734
(Commission
File No.)
|
38-2604669
(IRS
Employer Identification No.)
|
1070
East
Main Street, Owosso, Michigan 48867
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (989)
725-7337
(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
5.04 Temporary Suspension Of Trading Under Registrant’s Employee Benefit
Plans.
Pursuant
to an Agreement and Plan of Merger between Republic Bancorp Inc. (the “Company”)
and Citizens Banking Corporation (“Citizens”) dated as of June 26, 2006, the
Company is expected to merge into Citizens (the “Merger”), provided that the
Company’s shareholders approve the Merger, regulatory approval is obtained and
certain other conditions are satisfied. In connection with the Merger, a
temporary suspension of transactions involving the Republic Bancorp Inc. Tax
Deferred Savings Plan (the “Plan”) is required in order to allow the Plan’s
record keeper to process consideration elections made by participants in the
Plan in connection with the Merger.
On
October 13, 2006, the Company sent a notice to its directors and executive
officers informing them of a temporary suspension of transactions by directors
and executive officers involving Company equity securities in connection with
the blackout period under the Plan. The blackout period for the Plan is expected
to start at 4:00 pm on November 16, 2006. Assuming that the Merger is completed
on December 29, 2006, it is currently expected that the blackout period will
end
during the week beginning January 15, 2007. However, due to the existence of
certain conditions that must be satisfied or waived prior to the completion
of
the Merger, the Company is unable to assure that the Merger will be completed
on
December 29, 2006 (or at all) and it could potentially be completed prior to
December 29, 2006. The
Company will notify its directors and executive officers once the ending date
of
the blackout period has been determined. During
the blackout period and for a period of two years after the ending date of
the
blackout period, any shareholder or other interested person may obtain, without
charge, the actual beginning and ending dates of the blackout period by
contacting Thomas F. Menacher at (989) 725-7337.
A
copy of
the notice dated October 13, 2006, which was provided to the Company’s directors
and executive officers in accordance with Section 306(a) of the Sarbanes-Oxley
Act of 2002 and Rule 104 of Regulation BTR, is attached as Exhibit 99.1 to
this
Current Report on Form 8-K and is incorporated herein by reference.
Item
8.01 Other Events.
The
Special Meeting of Shareholders with respect to the previously announced
proposed merger between Republic and Citizens Banking Corporation (“Citizens”)
is expected to be held on November 30, 2006. The record date for the
determination of shareholders entitled to vote has been set for close of
business on October 13, 2006.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
|
Exhibit
|
Description
No.
|
|
99.1
|
Notice
sent to directors and executive officers of Republic Bancorp Inc.
on
October 13, 2006
|
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.
REPUBLIC
BANCORP INC.
|
Date: October
13, 2006
|
By:
/s/ Thomas F. Menacher
Name:
Thomas F. Menacher
|
| |
Its:
Executive V.P., Treasurer and Chief
Financial Officer
|