Item 3.02 Unregistered Sales of
On
The terms of the Preferred Stock are more fully described in Exhibit A to the
Amended and Restated Articles of Amendment to the Articles of Incorporation
filed with the
The Preferred Stock is non-convertible and will pay noncumulative dividends, if and when declared by the Summit board of directors, at a rate of 6.0% per annum. Dividends declared will be payable quarterly in arrears on the 15th day of March, June, September and December of each year.
This Current Report on Form 8-K does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall it constitute an offer
to sell, solicitation or sale in any jurisdiction in which such offer,
solicitation or sale would be unlawful. These securities have not been
registered under the Securities Act or any state securities laws and, unless so
registered, may not be offered or sold in
Item 3.03. Material Modification to Rights of Security Holders
Under the Amended and Restated Articles of Amendment to Summit's Articles of
Incorporation filed on
Except as provided below, holders of the Preferred Stock will have no voting rights, except as otherwise required by law or Summit's Articles of Incorporation and are not entitled to any preemptive or preferential rights to purchase any of Summit's securities. So long as any shares of Series 2021 preferred stock remain outstanding, Summit will not, without the affirmative vote or consent of the holders of at least two-thirds (2/3) of the outstanding shares of the Preferred Stock and any then-outstanding parity stock entitled to vote thereon, voting together as a single class:
• amend or alter the provisions of Summit's Articles of Incorporation or Articles of Amendment so as to authorize or create, or increase the authorized amount of, any class or series of stock ranking senior to the Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding-up of Summit;
• amend, alter or repeal the provisions of Summit's Articles of Incorporation or Articles of Amendment so as to materially and adversely affect the special rights, preferences, privileges and voting powers of the Preferred Stock, taken as a whole; or
• consummate a binding share exchange or reclassification involving the Preferred Stock or a merger or consolidation of Summit with another corporation or other entity, unless in each case (i) the shares of Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which we are not the surviving or resulting entity, are converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, and (ii) such shares remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and
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voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Preferred Stock, taken as a whole.
For so long as any Preferred Stock is outstanding, no dividends may be declared or paid on junior preferred stock, preferred stock ranking pari passu with the Preferred Stock, or common stock (other than in the case of pari passu preferred stock and dividends on a pro rata basis with the Preferred Stock), nor may Summit repurchase or redeem any junior preferred shares, preferred shares ranking pari passu with the Preferred Stock or common shares, unless the full dividend for the latest completed dividend period has been paid or declared and a sum sufficient for the payment of those dividends has been set aside.
The Preferred Stock is perpetual and has no maturity date and is not subject to
any mandatory redemption, sinking fund, or other similar provisions. Except for
the redemption upon the occurrence of a regulatory capital treatment event, the
shares of Preferred Stock are not redeemable prior to
In addition to the foregoing, the information set forth under "Item 3.02
Unregistered Sales of
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
A copy of the Amended and Restated Articles of Amendment to the Articles of Incorporation setting forth the terms of the Preferred Stock is attached as Exhibit 3.1, and is incorporated by reference herein. A copy of the Amended and Restated Articles of Incorporation of Summit, incorporating all amendments and designations of preferred stock, is attached as Exhibit 3.2, and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 3.1 Amended and Restated Articles of Amendment to Articles of Incorporation (amending the designation of the Preferred Stock). 3.2 Amended and Restated Articles of Incorporation ofSummit Financial Group, Inc.
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