FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

LIMESTONE BANCORP, INC.

(Exact name of registrant as specified in charter)

 

 

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. 

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. 

 

Securities Act registration statement file number to which this form relates: Not applicable.

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

 

Securities to be registered pursuant to Section 12(g) of the Act: N/A

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

This Amendment No. 1 to Registration Statement on Form 8-A amends and supplements the information set forth in the Registration Statement on Form 8-A (File No. 001-33033) filed by Limestone Bancorp, Inc., a Kentucky corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on June 29, 2015 (the “Registration Statement”), in connection with the preferred share purchase rights (the “Rights”) distributed to the shareholders of the Company pursuant to the Tax Benefits Preservation Plan dated as of June 25, 2015 between the Company and American Stock Transfer & Trust Company, LLC, as amended (the “Plan”). The description of the Rights in the Registration Statement is incorporated by reference herein and amended hereby.

 

The information incorporated by reference into this Amendment No. 1 to Registration Statement on Form 8-A from Item 1 of the Registration Statement is hereby amended by adding the following text:

 

On May 23, 2018, the Company and the Rights Agent entered into Amendment No. 2 to the Tax Benefits Preservation Plan (“Amendment No. 2”). Amendment No. 2 to the Plan, which was approved by the Company’s Board of Directors, extends the final expiration date of the Tax Preservation Plan to June 30, 2021.

 

In addition, the purchase price payable upon exercise of a Right, the redemption price at which a Right can be redeemed and the number of preferred shares issuable upon exercise of a Right has been adjusted for the 1-for-5 reverse stock split of the Company’s common shares that took effect on December 16, 2016. As adjusted, after a Distribution Date (as defined in the Plan), each Right is exercisable to purchase one one-thousandth of one Series G Participating Preferred Share of the Company at a purchase price of $50.00. The Board may, at its option, redeem all, but not less than all, of the then outstanding Rights at any time prior to a Distribution Date. As adjusted for the 1-for-5 reverse stock split, the redemption price is $0.00005 per Right.

 

The preceding summary of the principal terms of Amendment No. 2 is a general description only and is subject to the detailed terms and conditions of Amendment No. 2, which is incorporated herein by reference to Exhibit 4.3 to this Amendment No. 1 to Registration Statement on Form 8-A.

 

The following exhibit are filed herewith or incorporated by reference as indicated below:

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

EXHIBIT INDEX