8-K

I

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

Date of Report (Date of earliest event reported): November 30, 2021 (November 30, 2021)

(Exact name of registrant as specified in its charter)

Delaware	000-10537	36-3143493
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

37 South River Street
Aurora, Illinois 60507
(Address of principal executive offices) (Zip code)

(630) 892-0202
(Registrant’s telephone number, including area code)

N/A

(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):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company  ☐

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.  ☐

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	OSBC	The Nasdaq Stock Market

Item 5.07. Submission of Matters to a Vote of Security Holders.

Old Second Bancorp, Inc. (“Old Second”) held a virtual special meeting of its stockholders on Tuesday, November 30, 2021, related to Old Second’s proposed merger with West Suburban Bancorp, Inc. (“West Suburban”).  The matters submitted to stockholders at the meeting and the voting results thereof were as follows:

Proposal 1 – Merger and Share Issuance Proposal

Old Second’s stockholders approved the proposal to adopt the Agreement and Plan of Merger and Reorganization, dated as of July 25, 2021, by and between Old Second and West Suburban (the “merger agreement”), under which West Suburban will merge with and into Old Second, and the other transactions contemplated by the merger agreement, including the issuance of shares of Old Second common stock to shareholders of West Suburban in connection with the merger.  The following is a tabulation of the voting results for Proposal 1:

Votes For	Votes Against	Abstentions	Broker Non-Votes
22,309,287	26,158	31,805	—

Proposal 2 – Adjournment Proposal

Old Second’s stockholders approved a proposal to adjourn the Old Second special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of Proposal 1.  Although Proposal 2 was approved, the adjournment of the special meeting was not necessary because Old Second’s stockholders approved Proposal 1. The following is a tabulation of the voting results for Proposal 2:

Votes For	Votes Against	Abstentions	Broker Non-Votes
21,316,012	1,019,225	32,013	—

Item 7.01. Regulation FD Disclosure.

On November 30, 2021, Old Second and West Suburban issued a joint press release announcing that each company’s stockholders approved the merger agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Number	Exhibit
99.1	Joint Press Release dated November 30, 2021
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

Signature

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.

	OLD SECOND BANCORP, INC.
Dated: November 30, 2021	By:	/s/ Bradley S. Adams
		Bradley S. Adams
		Executive Vice President and
		Chief Financial Officer

EX-99.1

‌Exhibit 99.1

Old Second and West Suburban Announce Shareholder Approval of Merger

AURORA and LOMBARD, Illinois November 30, 2021 (PRNewswire) — Old Second Bancorp, Inc. (Nasdaq: OSBC) (“Old Second”) and West Suburban Bancorp, Inc. (“West Suburban”) jointly announced today that each has received shareholder approval for the merger of West Suburban into Old Second in a cash and stock transaction. The merger, which was announced on July 25, 2021, is expected to close on December 1, 2021, subject to satisfaction of customary closing conditions.  The combined company, on a pro forma basis using September 30, 2021 financial information, will have approximately $6.2 billion in assets, $5.3 billion in deposits and $3.4 billion in loans, and will be one of the largest community banks under $10 billion in assets in the Chicago market.

Kevin Acker, Chairman of West Suburban stated, “We are pleased to receive our shareholders’ approval for the merger of West Suburban and Old Second.  West Suburban has served its customers and communities for nearly 60 years, and will continue to do so with the combination of our two companies.  We believe this merger will bring out the best in both of our companies and create a better bank for our employees, our customers and the communities we serve.”  

“We are extremely pleased by the strong level of shareholder support for the merger,” commented James Eccher, President and Chief Executive Officer of Old Second. “This positive shareholder response affirms our belief that the merger will create one of the most attractive community banks in the Chicago area, and will solidify our position and ability to become the best bank for our customers and communities. We believe this partnership will deliver to Old Second and West Suburban shareholders growth in geographic reach, scale on current products and services, and long-term shareholder value.”

About Old Second Bancorp, Inc.

Old Second Bancorp, Inc., headquartered in Aurora, Illinois, is the bank holding company for Old Second National Bank, which celebrated 150 years of operation in 2021, and currently operates 29 banking offices across seven counties in northern Illinois. At September 30, 2021, Old Second had $3.28 billion in assets. Old Second’s common stock trades on The NASDAQ Stock Market under the symbol “OSBC.” More information about Old Second is available by visiting the “Investor Relations” section of its website www.oldsecond.com.

Old Second National Bank was recently named number one among “Best Banks in Illinois 2021.” This was the second straight year the bank was selected by customers for the award. Awards are determined based on a survey of over 25,000 U.S. customers who rate banks on overall satisfaction as well as trust, terms and conditions, branch services, digital services and financial advice.

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About West Suburban Bancorp, Inc.

West Suburban Bancorp, Inc. is the parent bank holding company of West Suburban Bank, which was founded in 1962 and is headquartered in Lombard, Illinois. West Suburban Bank maintains 43 banking locations across DuPage, Kane, Kendall, and Will counties in Illinois. At September 30, 2021, West Suburban had $2.90 billion in assets.

Contacts

Old Second Bancorp, Inc.

Bradley S. Adams

Chief Financial Officer

(630) 906-5484

West Suburban Bancorp, Inc.

Keith W. Acker

Chief Executive Officer

West Suburban Bank

(630) 652-2202

Cautionary Note Regarding Forward-Looking Statements

Statements included in this press release, which are not historical in nature are intended to be, and hereby are identified as, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of Old Second and West Suburban with respect to their planned merger, the strategic and financial benefits of the merger, including the expected impact of the transaction on the combined company’s scale, deposit franchise, growth, financial performance and shareholder value, and the timing of the closing of the transaction. Words such as “believe,” “will,” “may,” “anticipate,” “plan,” “estimate,” “expect,” “project,” “assume,” “approximately,” “continue,” “should” and “could” and variations of such words and similar expressions are intended to identify such forward-looking statements.

Forward-looking statements are subject to risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include, among others, the following:

● the possibility that the anticipated benefits of the transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where Old Second and West Suburban do business, or as a result of other unexpected factors or events;

● the impact of purchase accounting with respect to the transaction, or any change in the assumptions used regarding the assets purchased and liabilities assumed to determine their fair value;

● diversion of management’s attention from ongoing business operations and opportunities;

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● potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the transaction;

● the outcome of any legal proceedings that may be instituted against Old Second or West Suburban;

● the integration of the businesses and operations of Old Second and West Suburban, which may take longer than anticipated or be more costly than anticipated or have unanticipated adverse results relating to Old Second’s and West Suburban’s existing businesses;

● business disruptions following the merger; and

● other factors that may affect future results of the combined company including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; changes in general economic conditions, including due to the COVID-19 pandemic; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Old Second and West Suburban disclaim any obligation to update or revise any forward-looking statements contained in this press release, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by law. Additional factors that could cause results to differ materially from those described above can be found under the heading “Risk Factors” in Old Second’s 2020 Annual Report on Form 10-K, Old Second’s Quarterly Reports on Form 10-Q, the Joint Proxy Statement/Prospectus dated October 21, 2021, filed by Old Second pursuant to Rule 424(b)(3) on October 25, 2021, relating to its Form S-4 Registration Statement (File No. 333-259964) and in subsequent filings Old Second makes with the SEC.

XML

Document and Entity Information	Nov. 30, 2021
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Nov. 30, 2021
Entity Registrant Name	OLD SECOND BANCORP INC
Entity Incorporation, State or Country Code	DE
Entity File Number	000-10537
Entity Tax Identification Number	36-3143493
Entity Address, Address Line One	37 South River Street
Entity Address, City or Town	Aurora
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60507
City Area Code	630
Local Phone Number	892-0202
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	OSBC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000357173
Amendment Flag	false