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
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| Date of Report (Date of earliest event reported):
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May 24, 2006 (May 19, 2006) |
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| RURBAN FINANCIAL CORP. |
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| (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
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(IRS Employer
Identification No.) |
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| 401 Clinton Street, Defiance, Ohio 43512 |
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| (Address of principal executive offices) (Zip Code) |
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| (419) 783-8950 |
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| (Registrant’s telephone number, including area code) |
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| Not Applicable |
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| (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 1.01. Entry Into a Material Definitive Agreement.
On May 19, 2006, Rurbanc Data Services, Inc. (“RDSI”), the bank data processing subsidiary of
Rurban Financial Corp. (“Rurban”), entered into a Stock Purchase Agreement with Lance Thompson and
Robert Church (collectively, the “Shareholders”), which provides for the acquisition by RDSI of
Diverse Computer Marketers, Inc., headquartered in Lansing, Michigan, and a related company, DCM
Indiana, Inc., located in Indianapolis, Indiana (collectively, the “DCM Companies”). Under the
terms of the Stock Purchase Agreement, RDSI will acquire all of the outstanding stock of the DCM
Companies from the Shareholders for an aggregate purchase price of $7 million, less the amount of
any indebtedness of the DCM Companies on the closing date and certain other adjustments set forth
in the Stock Purchase Agreement. An additional $250,000 is payable to the Shareholders contingent
upon the continuation of profitable growth over the first year of combined operations. The entire
purchase price will be paid in cash.
The acquisition is expected to close during the third quarter of 2006, and is subject to approval
by regulatory authorities and the satisfaction of other customary conditions set forth in the Stock
Purchase Agreement. Upon completion of the acquisition, the DCM Companies will operate as
subsidiaries of RDSI.
The information set forth above does not purport to be complete and is qualified in its entirety by
reference to the full text of the Stock Purchase Agreement, which is filed as Exhibit 2.1 hereto
and is incorporated herein by reference.
On May 22, 2006, Rurban issued a press release announcing the execution of the Stock Purchase
Agreement. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein
by reference.
Cautionary Statement
The Stock Purchase Agreement, which has been included to provide investors with information
regarding its terms, contains representations and warranties of each
of the parties thereto. The assertions embodied in those representations and warranties are qualified by
information in confidential disclosure schedules that the parties delivered in connection with the
execution of the Stock Purchase Agreement. In addition, certain representations and warranties
were made as of a specific date, may be subject to a contractual standard of materiality different
from those generally applicable to shareholders, or may have been used for purposes of allocating
risk between the respective parties rather than establishing matters as facts. Accordingly,
investors should not rely on the representations and warranties as characterizations of the actual
state of facts, or for any other purpose, at the time they were made or otherwise.
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