Business Context and Reporting Period
This Form 8-K, dated June 25, 2002, reports a corporate reorganization by Nicolet Bankshares, Inc. (the "Registrant"). Effective June 6, 2002, Nicolet National Bank (the "Bank") reorganized into a one-bank holding company structure, becoming a wholly-owned subsidiary of the Registrant. The transaction was executed under an Agreement and Plan of Share Exchange dated February 19, 2002.
Key Financial Metrics
The filing does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity within the text of this report. Instead, it incorporates by reference the consolidated financial statements of the Registrant for the two years ended December 31, 2001, and the quarter ended March 31, 2002, from a Registration Statement on Form SB-2 (SEC File No. 333-90052). The filing notes that the Registrant's financial statements are identical to the Bank's, except for reclassifications of stockholders' equity components due to a change in par value from $5.00 to $0.01 per share.
Material Changes
- Change in Control: Former shareholders of Nicolet National Bank acquired control of the Registrant, replacing Robert B. Atwell, who was the sole shareholder prior to the reorganization.
- Share Exchange: Each outstanding share of Bank common stock (excluding shares subject to dissenters' rights) was exchanged for one share of Registrant common stock. The total consideration involved 1,845,987 shares of Bank common stock.
- Asset Acquisition: The Registrant acquired 100% ownership of the Bank as of June 6, 2002.
Guidance, Outlook, and Risks
The Registrant intends to use the Bank to conduct a general banking business. The filing states that the Registrant is not aware of any arrangements, including pledges of securities, that may result in a subsequent change in control. No specific forward-looking guidance, risk factors, or contingencies regarding future performance are detailed in this specific report text.
Investor Verification Checklist
- Verify the consolidated financial statements for the years ended December 31, 2001, and the quarter ended March 31, 2002, in the referenced Form SB-2 (File No. 333-90052).
- Confirm the impact of the par value change ($5.00 to $0.01) on stockholders' equity reclassifications.
- Review the Agreement and Plan of Share Exchange (Exhibit 2) for details on dissenters' rights and share exchange mechanics.
- Assess the operational continuity of the Bank under the new holding company structure.