8-k filed: Amended CFO







Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 14, 2012 (May 11, 2012)



Princeton National Bancorp, Inc.


(Exact name of registrant as specified in its charter)



(State or other jurisdiction of incorporation)


0-20050   36-3210283
(Commission File Number)   (IRS Employer Identification No.)
606 South Main Street

Princeton, Illinois



(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code                         (815) 875-4444                        

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))





Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 11, 2012, Princeton National Bancorp, Inc. (the “Company”) announced the appointment of Todd D. Fanning as Chief Financial Officer of the Company and Citizens First National Bank effective immediately. The duties of the Chief Financial Officer were previously the responsibility of Rodney D. Stickle, who announced his intention to resign his duties on April 20, 2012 to be effective May 11, 2012. Mr. Fanning will continue in his capacity as Executive Vice President, Chief Operating Officer and Director of the Company and the Bank.


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.


By:   /s/ Thomas D. Ogaard
  Thomas D. Ogaard, President and
  Chief Executive Officer

Didn’t we try this before?

15 comments on “8-k filed: Amended CFO

  1. I suspect that they were having a tough time finding someone who was qualified on the one hand and dumb enough on the other to take the job.

    • This is what bugs me about their plan to issue more stock. If the board and management squandered the stockholders’ equity to date, then who would double down under the leadership of the same people? They’re all probably just buying for time until their incentive compensation takes a spike – after which, they bail out.

      • But, and I’m sure you would agree, it bothers me even more if they have actually squandered the livelihoods of most of the employees. Losing an investment, while sometimes painful, doesn’t compare to losing one’s means of making a living and feeding one’s family.

  2. Even if they sold/issued, and forgive my lack of technical lingo, a new batch of stock that is the same as what’s currently outstanding (another 3.4 million), wouldn’t that still NOT be enough money to even make a dent? Or am I misunderstanding how it would work?

    • You are spot on with your analysis, the scenario you laid out would not make a dent. But that is because you are assuming that the present shareholders would only take a 50% loss on their shares.

      My guess is that they will do a reverse split of 20 to 1 to get the share price up to $20.00 plus. They will then issue new shares and bring the share count back to the present amount . This means that we will effectively have shares worth $ .05 each at the present price but we will not be wiped out.

      This is better than being taken over by another bank that is not publicly traded and losing everything. Been there and did that twice and it is not pretty.

      • Bob, I’m missing something. Can you show us the math that would get the equivalent share price down to $0.05? Thanks.

        Under that scenario, why wouldn’t we better off selling out today, May 15, for approximately $1 per share? Maybe just because we’ve been dumb up to now?

        • Assume you own 20,000 shares worth 1.00 each or $20,000. A reverse split of 1 for 20 will take the 3.2 million presently outstanding to 160,000. You now own 1000 shares worth the same amount money or $20,000. You now issue 3,040,000 shares and you are back to 3.2 million. Before this took place you owned 20,000/3200000 or .6% of the shares in the bank. You now own 1,000/3200000 or .03% of the shares. You now own shares worth 1/20 of what you owned before. Take the present price and divide by 20 and you come up with $.05,give or take a mill.

          And the answer to the second question I will leave up to you to answer.

          • Which is why the majority of ailing companies that try to create the illusion of strong stock price by using a reverse spllit, end up with the share price right back down to where they were before the split.

        • The purpose of the reverse split is to increase the price of the stock. It has no effect on the value. It would be difficult to market a stock at $1.00/share. Some institutions could not buy it and the perception is that it is a penny stock.

          The second part is the issuing of more stock and that is where the dilution takes place.

  3. The reduction of value, ultimately, to 1/20 th of previous value assumes, of necessity, that the stock will retreat to its previous base price. Probably very likely–or something close to it–but, as Sportin’ Life said, ” It Ain’t Necessarily So.”

  4. If a bank fails, and the FDIC pre-selects a take-over bank, the depositors continue to have access to their accounts. But if no take-over bank is arranged, then depositors have to wait for the FDIC to determine the insurance coverage for each account and depositor, and then the FDIC mails them a check for the amount covered by insurance. But how long does that take?

    The New City Bank in Chicago was shutdown on March 9, 2012. No take-over bank emerged. As of May 16, over two months later, the FDIC still hadn’t mailed out checks to depositors. This is according to a notice in the Chicago papers.

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