Amendment: German American Bancorp Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
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Explanatory Note
This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A) is an amendment to the Current Report on Form 8-K of German American Bancorp, Inc. dated February 3, 2025 (the “Original Report”). This Form 8-K/A is being filed to correct an error in the reporting of the cash payment amount paid to option holders in the second sentence of the second paragraph of Item 2.01 of the Original Report. The cash payment amount paid to option holders was similarly reported incorrectly in the press release attached as Exhibit 99.1 to the Original Report. This Form 8-K/A amends and restates in its entirety the second sentence of the second paragraph of Item 2.01 of the Original Report. In addition, a copy of the corrected press release is furnished herewith as Exhibit 99.1 to this Form 8-K/A. Other than as set forth in this Form 8-K/A, the remainder of the Original Report remains unchanged. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Report.
Item 2.01. Completion of Acquisition or Disposition of Assets.
Each option to acquire a share of Heartland common stock outstanding at the closing of the Merger has been cancelled in exchange for the right to receive a cash payment equal to (i) $154.60 per share, which is equal to the Exchange Ratio multiplied by the volume-weighted average price of the Company’s common shares over the ten (10) consecutive trading days ending on January 28, 2025, less (ii) the option exercise price per share, and less (iii) any applicable withholding taxes.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press release, dated February 3, 2025, issued by German American Bancorp, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| GERMAN AMERICAN BANCORP, INC. | ||
| Date: February 4, 2025 | By: | /s/ D. Neil Dauby |
| D. Neil Dauby, Chairman and Chief Executive Officer | ||
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