FIRST MIDWEST BANCORP INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-02-16: Form 8-K; Period of report 2022-02-15; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2022-02-16: Form 8-K; Period of report 2022-02-15; Description 8.01 Other Events; Details 8.01.
- 2022-02-02: Form 8-K; Period of report 2022-02-02; Description 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans; Details 5.04.
- 2022-01-28: Form 8-K; Period of report 2022-01-27; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-02-16 | 8-K | 2022-02-15 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 On February 15, 2022, First Midwest completed its previously announced merger of equals transaction with Old National pursuant to the Merger Agreement. 3.01 On February 15, 2022, First Midwest notified The NASDAQ Stock Market LLC (“NASDAQ”) of the impending consummation of the Merger and requested that NASDAQ (i) withdraw First Midwest Common Stock and First Midwest depositary shares representing First Midwest Preferred Stock from listing on NASDAQ and (ii) file with the Securities and Exchange Commission (the “SEC”) on Form 25 a notification of delisting of First Midwest Common Stock and First Midwest depositary shares representing First Midwest Preferred Stock and deregistration under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), in each case after the end of regular trading hours on NASDAQ on February 15, 2022. 3.03 As of the Effective Time, each holder of a certificate or book-entry share representing any shares of First Midwest Common Stock or First Midwest Preferred Stock will cease to have any rights with respect thereto, except the right to receive the merger consideration as described above and subject to the terms and conditions set forth in the Merger Agreement. 5.01 On February 15, 2022, First Midwest and Old National merged pursuant to the Merger Agreement, with Old National as the surviving corporation. 5.02 At the Effective Time, as a result of the Merger, First Midwest ceased to exist as a separate entity and, First Midwest’s directors and executive officers ceased serving as directors and executive officers of First Midwest. 5.03 As of the Effective Time, the Restated Certificate of Incorporation and the Amended and Restated By-Laws of First Midwest ceased to be in effect by operation of law. | ny20002365x20_8k.htm |
| 2022-02-16 | 8-K | 2022-02-15 | 8.01 Other Events | 8.01 On February 16, 2022, First Midwest Bancorp, Inc. (“First Midwest”) and Old National Bancorp (“Old National”) issued a joint press release announcing the closing of the merger of First Midwest and Old National (the “Merger”), with Old National as the surviving corporation in the Merger, pursuant to the Agreement and Plan of Merger, dated as of May 30, 2021, by and between First Midwest and Old National. | tm226657d1_8k.htm |
| 2022-02-02 | 8-K | 2022-02-02 | 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans | 5.04 Immediately following the proposed merger (the “Merger”) of First Midwest Bancorp, Inc. (“First Midwest”) and Old National Bancorp (“Old National”) pursuant to the Agreement and Plan of Merger, dated as of May 30, 2021, by and between First Midwest and Old National (the “Merger Agreement”), each share of common stock, par value $0.01 per share, of First Midwest (“First Midwest common stock”) held in the First Midwest Bancorp, Inc. Savings and Profit Sharing Plan (the “First Midwest 401(k) Plan”) will be converted into the right to receive 1.1336 shares of common stock, no par value per share, of Old National (“Old National common stock”). | tm225252d1_8k.htm |
| 2022-01-28 | 8-K | 2022-01-27 | 8.01 Other Events | 8.01 On January 27, 2022, First Midwest Bancorp, Inc. (“First Midwest”) and Old National Bancorp (“Old National”) received regulatory approval from the Board of Governors of the Federal Reserve System for the previously announced merger (the “Merger”) of First Midwest and Old National pursuant to the Agreement and Plan of Merger, dated as of May 30, 2021, by and between First Midwest and Old National (the “Merger Agreement”). | tm224706d1_8k.htm |
| 2022-01-18 | 8-K | 2022-01-18 | 2.02 Results of Operations and Financial Condition | 2.02 On January 18, 2022, First Midwest Bancorp, Inc. (the "Company") issued a press release announcing its financial results for the quarter and year ended December 31, 2021. | fmbi-20220118.htm |