Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) | February 10, 2017 |
Heartland Financial USA, Inc.
(Exact name of Registrant as specified in its charter)
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Commission File Number: | 001-15393 |
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Delaware | | 42-1405748 |
(State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification Number) |
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1398 Central Avenue Dubuque, Iowa 52001 |
(Address of principal executive offices) |
(563) 589-2100
(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 (see General Instruction A.2 below):
þ 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 February 10, 2017, Founders Bancorp (OTC: FBCP) (“Founders”) and Heartland Financial USA, Inc. (NASDAQ: HTLF) (“Heartland”) announced that the election deadline for Founders shareholders to elect the form of consideration they wish to receive in exchange for each of their shares of Founders common stock in connection with the previously announced merger of Founders with and into Heartland (the "Merger"), will be extended to 5:00 p.m., Pacific Time, on February 21, 2017 (the "Election Deadline"), unless further extended by Heartland and Founders. The extension will provide Founders shareholders with additional time to complete and return the election materials. Founders shareholders will vote on the Merger as scheduled at a special meeting on February 17, 2017.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
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(a) | Financial Statements of Business Acquired. |
None.
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(b) | Pro Forma Financial Information. |
None.
99.1 Press Release dated February 10, 2017.
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 hereunto duly authorized.
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Date: February 10, 2017 | | HEARTLAND FINANCIAL USA, INC. |
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| | By: | /s/ Bryan R. McKeag |
| | | Chief Financial Officer |