Northway Financial, Inc. Form 8-K Split Transaction
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
NORTHWAY
FINANCIAL, INC.
(Exact
name of registrant as specified in its charter)
____________________
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New
Hampshire
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000-23129
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04-3368579
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(State
or other jurisdiction of
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Commission
file number
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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9
Main
Street
Berlin,
New Hampshire 03570
(Address
of principal executive offices) (Zip code)
Registrant’s
telephone number, including area code: (603)752-1171
Former
name or former address, if changed since last Report: N/A
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:
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Written communications pursuant to Rule 425 under the Securities
Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
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Pre-commencement to communications pursuant to Rule 13e-4(c) under the Exchange
Act
NORTHWAY
FINANCIAL, INC.
INFORMATION
TO BE INCLUDED IN REPORT
ITEM
8.01 OTHER EVENTS
On
April
9, 2007, Northway Financial, Inc.'s Board of Directors approved a 1-for-400
reverse stock split. The purpose of the reverse stock split is to reduce the
number of Northway's stockholders below 300 so that Northway may deregister
its
shares with the SEC and cease being a reporting company.
As
a
result of the reverse stock split, each stockholder owning fewer than 400 shares
of common stock of Northway immediately before the reverse stock split will
receive $37.50 in cash, without interest, for each share of Northway common
stock owned by such stockholder immediately prior to the reverse stock split
and
will no longer be a stockholder of Northway. Northway estimates that, as a
result of the proposed reverse stock split, Northway will reduce its
stockholders of record from approximately 1,087 stockholders to approximately
271 stockholders.
After
the
repurchase of fractional shares, Northway will effect a 800-for-1 forward stock
split of the remaining Northway common stock. Each holder of 400 or more shares
of common stock immediately before the reverse stock split will participate
in
the forward stock split, which will result in such stockholder holding twice
the
number of shares of common stock he held prior to the reverse stock
split.
The
proposed transaction requires an amendment to Northway 's Articles of
Incorporation that must be approved by holders of a majority of the outstanding
common shares of Northway. Only Northway stockholders of record as of the close
of business on June 1, 2007, will be entitled to notice of, and to vote at,
the
annual meeting of stockholders, to be held on Tuesday, July 31, 2007 to consider
the transaction. The description of the proposed transaction included in this
Current Report is not a solicitation of a proxy or an offer to acquire any
common shares of Northway. Proxy solicitations will be made only by means of
a
definitive proxy statement to be delivered to all stockholders. Northway filed
a
preliminary proxy statement and Schedule 13E-3 with the SEC outlining the
transaction today. All stockholders are advised to read the definitive proxy
statement and Schedule 13E-3 carefully. Stockholders may obtain a free copy
of
the proxy statement and Schedule 13E-3 at the SEC's website http://www.sec.gov.
Northway will also mail a copy of the definitive proxy statement prior to the
annual meeting to stockholders entitled to vote at the special meeting.
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.
NORTHWAY
FINANCIAL, INC.
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By:/s/
William J. Woodward
Date:
April 13, 2007 William
J.
Woodward
President
and
Chief Executive Officer
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