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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/09/22 Bank First Corp. 8-K/A:9 8/15/22 14:2.2M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K/A Amendment to Current Report HTML 35K 2: EX-23.1 Consent of Expert or Counsel HTML 8K 3: EX-99.2 Miscellaneous Exhibit HTML 978K 4: EX-99.3 Miscellaneous Exhibit HTML 736K 5: EX-99.4 Miscellaneous Exhibit HTML 167K 9: R1 Cover HTML 48K 12: XML IDEA XML File -- Filing Summary XML 13K 10: XML XBRL Instance -- tm2224878d1_8ka_htm XML 15K 11: EXCEL IDEA Workbook of Financial Reports XLSX 8K 7: EX-101.LAB XBRL Labels -- bfc-20220815_lab XML 97K 8: EX-101.PRE XBRL Presentations -- bfc-20220815_pre XML 64K 6: EX-101.SCH XBRL Schema -- bfc-20220815 XSD 13K 13: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 14: ZIP XBRL Zipped Folder -- 0001104659-22-098909-xbrl Zip 157K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported) | i August 15, 2022 |
(Exact name of registrant as specified in its charter)
| i Wisconsin | i 001-38676 | i 39-1435359 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| i 402 North 8th Street, i Manitowoc, i WI | i 54220 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | ( i 920) i 652-3100 |
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:
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | 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 | Ticker symbol(s) | Name of each exchange on which registered |
| i Common Stock, par value $0.01 per share | i BFC | i The Nasdaq Stock Market LLC |
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).
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. i x
C:
Explanatory Note
On August 15, 2022, Bank First Corporation, a Wisconsin corporation (the “Company” or “BFC”) filed with the Securities and Exchange Commission (“SEC”) a Current Report on Form 8-K to report under Item 2.01 that the Company had completed its previously-announced merger (the “Merger”) with Denmark Bancshares, Inc., a Wisconsin corporation (“DBI”), pursuant to that certain Agreement and Plan of Merger by and between BFC and DBI, dated as of January 18, 2022 (the “Merger Agreement”). At the closing, DBI merged with and into BFC, with BFC as the surviving corporation, followed by the merger of DBI’s wholly-owned subsidiary bank, Denmark State Bank, with and into the BFC’s wholly-owned subsidiary bank, Bank First, N.A. (“Bank First”), with Bank First as the surviving bank.
This Amendment No. 1 amends the Company’s Current Report on Form 8-K filed on August 15, 2022 to include the financial statements and unaudited pro forma combined financial information referred to in Item 9.01(a) and (b) below relating to the Merger.
Cautionary Note Regarding Forward-Looking Statements
Statements in this Amendment No. 1 to the Current Report on Form 8-K, including the pro forma combined financial information attached hereto, contain “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. The pro forma combined financial information is based on preliminary estimates and assumptions that could cause actual results to differ materially from those expected or implied by the pro forma combined financial information or the estimates and assumptions used in preparing the pro forma combined financial information. The pro forma combined financial information and forward-looking statements are based on current expectations and projections about future events. Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified and, consequently, the actual performance of the Company may differ materially from that expressed or implied by such forward-looking statements. Certain factors that could cause actual results to differ materially from the Company’s expectations include the risks detailed under “Item 1A. Risk Factors” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and in the other documents the Company files with the SEC. Many of these factors are beyond the Company’s ability to control or predict. Forward-looking statements are not guarantees of performance.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
Audited financial statements of Denmark Bancshares, Inc. and its consolidated subsidiaries as of and for the years ended December 31, 2021 and 2020, and the notes related thereto, which are included in Exhibit 99.2 hereto and are incorporated herein by reference. Unaudited financial statements of Denmark Bancshares, Inc. and its consolidated subsidiaries as of and for the six months ended June 30, 2022 and June 30, 2021, and the notes related thereto, which are included in Exhibit 99.3 hereto and are incorporated herein by reference.
(b) Pro Forma Financial Information.
Unaudited pro forma combined financial information of Bank First Corporation as of and for the year ended December 31, 2021 and as of and for the six months ended June 30, 2022, and the notes related thereto, which are included in Exhibit 99.4 hereto and incorporated herein by reference.
(d) Exhibits
C:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BANK FIRST CORPORATION | ||
| Date: September 9, 2022 | By: | /s/ Kevin LeMahieu |
| Kevin LeMahieu | ||
| Chief Financial Officer | ||
C:
C:
| This ‘8-K/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/9/22 | |||
| For Period end: | 8/15/22 | 8-K | ||
| 6/30/22 | 10-Q | |||
| 1/18/22 | 8-K | |||
| 12/31/21 | 10-K, 11-K | |||
| 6/30/21 | 10-Q | |||
| 12/31/20 | 10-K, 11-K, 5 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/14/22 Bank First Corp. 424B3 1:2M Toppan Merrill/FA 11/10/22 Bank First Corp. S-4/A 7:2.2M Toppan Merrill/FA 10/26/22 Bank First Corp. S-4/A 4:2.1M Toppan Merrill/FA 9/26/22 Bank First Corp. S-4 4:2.1M Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/15/22 Bank First Corp. 8-K:2,8,9 8/15/22 11:227K Toppan Merrill/FA 1/19/22 Bank First Corp. 8-K:1,8,9 1/19/22 13:2.4M Toppan Merrill/FA |