Item 2.01 Completion of an Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and Item 3.01 of this Report is incorporated herein by reference.
On
Pursuant to the terms of the Merger Agreement, at the effective time of the
Merger (the "Effective Time"), each share of common stock, no par value per
share, of UCFC ("UCFC Common Stock") issued and outstanding immediately prior to
the Effective Time (except for certain shares held by UCFC or FDEF) was
converted into the right to receive 0.3715 shares (the "Exchange Ratio") of
common stock, par value
Further, pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each outstanding and unexercised UCFC stock option fully vested and was converted automatically into a fully vested option to purchase shares of FDEF Common Stock, with the number of underlying shares and per share exercise price of such option adjusted to reflect the Exchange Ratio, and (ii) each outstanding UCFC restricted stock award and performance restricted stock unit award, whether vested or unvested, fully vested and was cancelled and converted into the right to receive 0.3715 shares of FDEF Common Stock for each share of UCFC Common Stock underlying such award (with the satisfaction of any applicable performance goals determined by the UCFC board of directors prior to the Effective Time in accordance with the applicable award agreement and excluding any costs related to the Merger).
Immediately following the Merger, UCFC's wholly owned bank subsidiary,
The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached to this Report as Exhibit 2.1 and is incorporated into this Report by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
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Additionally, UCFC intends to file with the
The information set forth under Item 2.01 of this Report is incorporated by reference into this Item 3.01.
Item 3.03 Material Modification to Rights of Security Holders.
At the Effective Time, shareholders of UCFC immediately prior to the completion of the Merger ceased to have any rights as shareholders of UCFC other than the right to receive the merger consideration in accordance with the Merger Agreement.
The information set forth in the Introductory Note, Item 2.01 and Item 3.01 of this Report is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note, Item 2.01 and Item 3.01 of this Report is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 2.1 Agreement and Plan of Merger, dated as ofSeptember 9, 2019 , by and betweenUnited Community Financial Corp. and First Defiance Financial Corp. (incorporated by reference to Exhibit 2.1 toUnited Community Financial Corp.'s Current Report on Form 8-K filed onSeptember 10, 2019 )* 99.1 Press release, datedFebruary 3, 2020
* Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and similar
attachments have been omitted. The registrant hereby agrees to furnish a copy
of any omitted schedule or similar attachment to the
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