8-K 1 a13-21992_18k.htm 8-K





Washington, D.C. 20549






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


Date of Report (date of earliest event reported): October 8, 2013



(Exact name of registrant as specified in its charter)







(State or other jurisdiction


(Commission File Number)


(I.R.S. Employer Identification No.)

of incorporation)










601 West Market Street, Louisville, Kentucky



(Address of principal executive offices)


(zip code)


Registrant’s telephone number, including area code: (502) 584-3600


(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))









As previously disclosed on July 11, 2013, Republic Bank & Trust Company (“RB&T”), a wholly-owned subsidiary of Republic Bancorp, Inc. (“Republic” or the “Company”), entered into a Purchase and Assumption Agreement dated July 11, 2013 (the “Agreement”), with H&R Block Bank (“HRBB”) and its sole shareholder Block Financial LLC (collectively, “Block”) to acquire certain assets and assume all of the deposits of HRBB (the “P&A Transaction”).


RB&T has notified Block that RB&T is withdrawing its pending applications with the Office of the Comptroller of the Currency (the “OCC”) to merge and consolidate its RB&T and Republic Bank, F.S.B. charters into one national bank charter and to consummate the P&A Transaction. As a result, Block has notified RB&T that Block plans to terminate the Agreement with RB&T.


The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which has been attached as exhibit 2.1 to the Company’s Current Report on Form 8-K dated July 11, 2013.


Forward-Looking Statements


This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include factors set forth as “Risk Factors” at Part II, Item 1A in the Company’s Form 10-K for the period ended December 31, 2012 and the Company’s Form 10-Q for the period ended June 30, 2013.


Any forward-looking statement made by us in this Current Report on Form 8-K speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.




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.



Republic Bancorp, Inc.






Date: October 8, 2013


/s/ Kevin Sipes



Kevin Sipes



Executive Vice President, Chief Financial Officer & Chief Accounting Officer