8-K 1 d8k.htm CURRENT REPORT Current Report

 

 

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): May 27, 2008

 

 

THE BANK OF KENTUCKY FINANCIAL CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

(Commission File Number) 0-25960

 

Kentucky   61-1256535

(State or other jurisdiction

of incorporation)

 

(I.R.S. Employer

Identification Number)

111 Lookout Farm Drive

Crestview Hills, Kentucky 41017

(Address of principal executive offices)

(859) 371-2340

(Registrant’s telephone number, including area code)

 

(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))

 

 

 


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 27, 2008, The Bank of Kentucky Financial Corporation (the “Company”) filed an amendment to the Company’s Articles of Incorporation (the “Articles”) with the Secretary of State of the Commonwealth of Kentucky. The Articles were amended to provide for the elimination of the classification of the Company’s Board of Directors and the annual election of all directors, beginning with the Company’s 2008 annual meeting. This amendment was approved by the Company’s shareholders at the Company’s 2008 annual meeting of shareholders. The amendment was described in the Company’s definitive proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 27, 2008. A copy of the amendment to the Articles is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

The following exhibits are being filed with this Current Report on Form 8-K:

Exhibit 3.1 Fourth Amendment to Articles of Incorporation


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.

Date: May 28, 2008

 

THE BANK OF KENTUCKY FINANCIAL CORPORATION
By:  

/s/ Martin J. Gerrety

Name:   Martin J. Gerrety
Title:   Treasurer and Assistant Secretary