8-K 1 a19-12880_18k.htm 8-K









Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported):  July 17, 2019


Midland States Bancorp, Inc.

(Exact Name of Registrant as Specified in Charter)







(State or Other Jurisdiction of Incorporation)


(Commission File Number)


(IRS Employer Identification No.)


1201 Network Centre Drive
Effingham, Illinois 62401
(Address of Principal Executive Offices) (Zip Code)


Registrant’s telephone number, including area code: (217) 342-7321


(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):


o                                    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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Common stock, $0.01 par value




Nasdaq Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b—2 of the Securities Exchange Act of 1934 (§240.12b—2 of this chapter).


Emerging growth company o


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o





Item 3.02.                                        Unregistered Sales of Equity Securities.


As previously disclosed, on April 2, 2019, Midland States Bancorp, Inc., an Illinois corporation (the “Company”), and its wholly owned merger subsidiary entered into an Agreement and Plan of Merger with HomeStar Financial Group, Inc., a Delaware corporation (“HomeStar”), which is the holding company of HomeStar Bank and Financial Services.  On July 17, 2019, HomeStar merged with and into the Company’s merger subsidiary (the “Merger”), and thereby became a wholly owned subsidiary of the Company.


In the Merger, HomeStar’s stockholders received an aggregate of: (i) 405,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), and (ii) approximately $1.0 million.  The shares of Common Stock issued in connection with the Merger were issued in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506(b) under the Securities Act of 1933, as amended.


Item 7.01.                                        Regulation FD Disclosure.


On July 17, 2019, the Company issued a press release announcing the closing of the Merger with HomeStar, as described under Item 3.02.  A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.


The information furnished pursuant to this Item and the related exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.  The furnishing of information pursuant to this Item 7.01 will not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely by Regulation FD.


Item 9.01                                           Financial Statements and Exhibits


Exhibit No.








Press release, dated July 17, 2019






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.


Date: July 17, 2019







/s/ Douglas J. Tucker



Douglas J. Tucker



Senior Vice President and Corporate Counsel