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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): SEPTEMBER 28, 2004
NORTH COUNTRY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 0-20167 38-2062816
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
130 SOUTH CEDAR STREET, MANISTIQUE, MICHIGAN 49854
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (800) 200-7032
N/A
(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 (see General Instruction A.2. below):
[ ] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 28, 2004, North Country Financial Corporation ("North
Country") and NCFC Recapitalization, LLC ("NCFC Recapitalization")
(collectively, the "Parties") executed the First Amendment (the "Amendment") to
the Stock Purchase Agreement executed by and between the Parties on August 10,
2004 (the "Stock Purchase Agreement"). The material provisions of the Amendment
are summarized below. Such summary is qualified in its entirety by reference to
the full text of the Amendment, which is attached hereto as Exhibit 10.1.
Capitalized terms used herein and not otherwise defined have the respective
meanings set forth in the Stock Purchase Agreement or the Amendment, as the case
may be.
The material provisions of the Amendment are as follows:
o The Amendment requires North Country to seek shareholder
approval to effect a one for twenty (1 for 20) reverse split
of its outstanding common shares (the "Reverse Stock Split"),
and to effect the Reverse Stock Split in conjunction with the
Closing under the Stock Purchase Agreement. Any fractional
share resulting from the Reverse Stock Split will be rounded
up to a whole common share so that no reduction in the number
of North Country shareholders will occur as a result of the
Reverse Stock Split.
o The Amendment changes the method by which the NCFC board of
directors will be reconstituted in conjunction with the
proposed recapitalization of NCFC so that at the Closing a
majority of the board will be persons designated by NCFC
Recapitalization ("New Directors"). Rather than have the New
Directors elected by the NCFC shareholders, such
reconstitution of the North Country board of directors will be
accomplished through the resignation of substantially all the
existing directors, with the directors who remain appointing
the New Directors to fill the vacancies created by such
resignations.
o The Amendment revises the definition of "Pre-Closing Equity
Adjustments" to provide for an additional reduction from
stockholders' equity in the amount of $100,000 for purposes of
computing "Pre-Closing Equity Adjustments" in calculating the
number of additional North Country common shares to be issued
at the Closing of the recapitalization under the Stock
Purchase Agreement.
o The Amendment requires North Country, as a condition to
Closing, to take all actions necessary to proportionately
reduce the number of common shares subject to outstanding
North Country stock options and to proportionately increase
the per share exercise price of these stock options as a
result of the Reverse Stock Split.
On August 13, 2004, North Country filed a Current Report on Form 8-K
disclosing the execution of the Stock Purchase Agreement. North Country also
filed, on September 30, 2004, its preliminary proxy statement with the
Securities and Exchange Commission ("SEC") in connection with the solicitation
of shareholder approvals required in connection with the transactions
contemplated by the Stock Purchase Agreement, as amended.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Description
------- -------------------------------------------------------
10.1 First Amendment to Stock Purchase Agreement by and
between North Country and NCFC Recapitalization, LLC,
dated September 28, 2004
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 thereunto duly authorized
NORTH COUNTRY FINANCIAL CORPORATION
Date: October 1, 2004
By: /s/ Ernie R. Krueger
-----------------------------
Ernie R. Krueger
Vice President and Controller
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
10.1 First Amendment to Stock Purchase Agreement by and between North Country
and NCFC Recapitalization, LLC, dated September 28, 2004