Unassociated Document
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) December 10,
2010
Park
National Corporation
(Exact
name of registrant as specified in its charter)
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Ohio
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1-13006
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31-1179518
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(State
or other jurisdiction
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(Commission
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(
IRS Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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50
North Third Street, P.O. Box 3500, Newark, Ohio
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43058-3500
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(Address
of principal executive offices)
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(Zip
Code)
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(Registrant’s
telephone number, including area code)
(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
December 8, 2010, Park National Corporation (the “Company” or “Park”) entered
into a Securities Purchase Agreement with two institutional investors, pursuant
to which Park agreed to sell, in a registered direct public offering, (i) an
aggregate of 71,984 common shares, (ii) Series A Common Share Warrants, which
are exercisable within six months of the closing date, to purchase up to an
aggregate of 35,992 common shares (the “Series A Warrants”), and (iii) Series B
Common Share Warrants, which are exercisable within 12 months of the closing
date, to purchase up to an aggregate of 35,992 common shares (the “Series B
Warrants” and, collectively with the Series A Warrants, the “Warrants”) for
total gross proceeds of approximately $5.0 million. On December 10, 2010, the
Company completed the sale of the 71,984 common shares and the Warrants to the
two institutional investors.
The
registered direct public offering is more fully described in a prospectus
supplement, filed with the Securities and Exchange Commission (the “SEC”) on
December 8, 2010, to the prospectus filed with the SEC on May 22, 2009, as part
of the Company’s Registration Statement on Form S-3ASR (File
No. 333-159454) (the “Registration Statement”).
A copy of
the form of Securities Purchase Agreement was attached as Exhibit 10.2 and a
copy of the form of Series A / Series B Common Share Warrant was attached as
Exhibit 4.1 to the Current Report on Form 8-K filed by Park with the SEC on
December 8, 2010 at 2:43 p.m., Eastern Time.
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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PARK
NATIONAL CORPORATION
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| Dated:
December 10, 2010 |
By: /s/ John W.
Kozak
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John W.
Kozak
Chief Financial
Officer
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