PATRIOT NATIONAL BANCORP INC

Regulatory Filings • Dec 17, 2009

8-K 1 pnkb8k-121609.htm PATRIOT NATIONAL BANCORP, INC. 8-K 12 16 09 pnkb8k-121609.htm Licensed to: Hinckley Allen & Snyder LLP Document Created using EDGARizer 5.1.4.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

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): December 16, 2009

Patriot National Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Connecticut	000-29599	06-1559137
(State
or other jurisdiction of incorporation)	(Commission
File Number)	(IRS
Employer Identification No.)

900 Bedford Street, Stamford, Connecticut 06901

(Address of principal executive offices)

(203) 324-7500

(Registrant's telephone number, including area code)

N/A

(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:

¨ 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))

| TABLE
OF CONTENTS | |
| --- | --- |
| Item
1.01 | Entry
into a Material Definitive Agreement |
| Item
3.02 | Unregistered
Sales of Equity Securities |
| Item
9.01 | Financial
Statements and Exhibits |
| SIGNATURES | |

| Item
1.01 |
| --- |
| On
December 17, 2009, Patriot National Bancorp, Inc. (the “Company”)
announced that it had entered into a Securities Purchase Agreement dated
as of December 16, 2009 (the “Agreement”) by and among the Company,
Patriot National Bank (the “Bank”), its wholly owned subsidiary, and PNBK
Holdings LLC (“Holdings”). Under the terms of the Agreement,
Holdings has agreed to purchase up to 33,333,000 shares of Company common
stock at a purchase price of $1.50 per share. The amount of
shares of Company common stock purchased by Holdings may be increased or
decreased by Holdings provided that after consummation of the transaction
the Company will be well capitalized under applicable regulatory standards
and in no event will Holdings own more than 94.9% of the issued and
outstanding common stock of the Company. The Agreement provides
that the Company and the Bank will pay Holdings a break-up fee of up to
$3,500,000 if the Agreement is terminated under certain
circumstances. There
is no relationship between the Company or any of its affiliates and
Holdings other than in respect of the Agreement. The
foregoing description of the terms of the Agreement is qualified in its
entirely by reference to such Agreement, which is included as Exhibit 10.1
hereto and incorporated herein by reference. The
Company’s press release, dated December 17, 2009, announcing the signing
of the Securities Purchase Agreement is included as Exhibit 99.1 hereto
and incorporated herein by reference. |

| Item
3.02 |
| --- |
| The
information set forth in Item 1.01 above is incorporated herein by
reference. The
issuance and sale of the common stock will be exempt from registration
under the Securities Act, as amended, pursuant to Regulation D promulgated
under the Securities Act. |

| Item
9.01 | Financial
Statements and Exhibits |
| --- | --- |
| 10.1 | Securities
Purchase Agreement by and among Patriot National Bancorp, Inc., Patriot
National Bank and PNBK Holdings LLC dated as of December 16,
2009. |
| 99.1 | Press
Release dated December 17, 2009. |

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.
	PATRIOT
NATIONAL BANCORP, INC.
	Registrant
December
17, 2009	By: /s/ Robert F.
O'Connell
	Robert
F. O'Connell
	Senior
Executive Vice President
	and
Chief Financial Officer