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): May 29, 2009 (May 22,
2009)
RURBAN FINANCIAL
CORP.
(Exact
name of registrant as specified in its charter)
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Ohio
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0-13507
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34-1395608
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(State
or other jurisdiction
of
incorporation or organization)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 May 22, 2009, Rurban Financial
Corp.’s data processing subsidiary, Rurbanc Data Services, Inc. d/b/a RDSI
Banking Systems (“RDSI”), received a complaint in a lawsuit filed against it by
Information Technology, Inc. and Fiserv Solutions, Inc. (collectively, “Fiserv”)
in the United States District Court for the District of Nebraska. In
the lawsuit, Fiserv seeks declaratory and injunctive relief relating to a series
of license agreements between RDSI and Fiserv. Fiserv also asserts
claims for breach of contract, for which Fiserv claims unspecified monetary
damages in excess of $75,000. Pursuant to these license agreements,
RDSI licenses Fiserv’s Premier software products which it uses to provide data
processing services to many of its financial institution
customers. Fiserv previously delivered notices to RDSI stating its
intention to terminate the license agreements pursuant to a series of
terminations beginning in the third quarter of this year. RDSI
disputes Fiserv’s ability to so terminate the license
agreements. RDSI believes Fiserv’s claims are without merit and
intends to vigorously defend itself against these claims and to protect its
license rights.
Forward-Looking
Statements
Certain
statements in this Current Report on Form 8-K, which are not statements of
historical fact, constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements involve risks and uncertainties and actual results may differ
materially from those predicted by the forward-looking
statements. These risks and uncertainties include, but are not
limited to, the risks and uncertainties that the litigation may result in an
adverse determination regarding RDSI’s right to continue to license the Fiserv
Premier software products and that the litigation may result in significant
costs and expenses and could divert management’s attention and resources, which
would have a material adverse affect on RDSI’s business, financial condition and
results of operations, and other risks and uncertainties described from time to
time in our filings with the Securities and Exchange Commission, including our
Annual Report on Form 10-K for the year ended December 31,
2008. Forward-looking statements speak only as of the date on which
they are made, and we undertake no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which the
statement is made, except as required by law.
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: May
29, 2009
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By:
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/s/
Duane L. Sinn |
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Duane
L. Sinn
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Executive
Vice President and Chief Financial Officer
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