Unassociated Document
UNITED
STATES
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 29, 2009
REPUBLIC BANCORP,
INC.
(Exact
name of registrant as specified in its charter)
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Kentucky
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0-24649
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61-0862051
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification No.)
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of
incorporation)
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601 West Market Street, Louisville,
Kentucky
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40202
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(Address
of principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code: (502)
584-3600
Not
Applicable
(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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT.
On
December 29, 2009, Republic Bancorp, Inc.’s (the “Company”) wholly owned
subsidiary, Republic Bank & Trust Company, a Kentucky state chartered bank
(the “Bank”), amended its Program Agreement, dated September 19, 2007, as
previously amended December 2, 2008 and November 23, 2009, (the “Program
Agreement”) with Jackson Hewitt Inc. (“JHI”) and amended its Technology Services
Agreement, dated September 19, 2007, as previously amended December 2, 2008 and
November 23, 2009, (the “Technology Agreement”) with Jackson Hewitt Technology
Services LLC (“JHTSL”) related to the Bank’s Refund Anticipation Loan (“RAL”)
and Assisted Refund (“AR”) products. JHI and JHTSL are subsidiaries of Jackson
Hewitt Tax Service Inc. which provides preparation services of federal, state
and local individual income tax returns in the United States through a
nationwide network of franchised and company-owned tax offices operating under
the brand name Jackson Hewitt Tax Service®. The
Bank’s RAL and AR products essentially comprise the products offered through the
Company’s Tax Refund Solutions (“TRS”) business segment. The parties amended the
Program Agreement and the Technology Agreement in order to:
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1)
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Extend
the term of the Program Agreement and the Technology Agreement through
October 31, 2012;
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2)
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Provide
the Bank, under specified circumstances, an option to terminate the
agreements earlier than October 31, 2012, if it so
chooses;
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3)
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Increase
the previously established number of Jackson Hewitt Tax Service locations
for the term of the contract in which the Bank will offer, process and
administer certain RAL and AR products to Jackson Hewitt Tax Service
customers;
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4)
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Determine
the fees payable to JHI and JHTSL by the Bank under the agreements;
and
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5)
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Provide
the Bank with the right to retain certain monies otherwise payable to JHI
and JHTSL by the Bank if the Bank fails to attain a minimum
number of financial products, the Bank experiences RAL delinquency in
excess of a designated level, or if the Bank incurs costs in connection
with JHI’s, JHTSL’s or a Jackson Hewitt Service operator’s failure to
maintain a minimum level of compliance with the Bank’s policies and
procedures.
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The
business generated from these agreements, in combination with the Bank’s new
pricing model announced in September 2009, is more likely than not to have a
material positive impact on the Company’s net income and diluted earnings per
share beginning with the first quarter of 2010.
This Form
8-K contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. The forward-looking
statements in the preceding paragraph are based on our current expectations and
assumptions regarding our business, the economy and other future conditions.
Because forward-looking statements relate to the future, they are subject to
inherent uncertainties, risks and changes in circumstances that are
difficult to predict. Our actual results may differ materially from those
contemplated by the forward-looking statements. We caution you therefore against
relying on any of these forward-looking statements. They are neither statements
of historical fact nor guarantees or assurances of future performance. Important
factors that could cause actual results to differ materially from those in the
forward-looking statements include consumer demand for tax related products,
consumer demand for Jackson Hewitt’s tax services and tax services generally,
acceptance of the Bank’s new pricing model by third party technology and service
providers, losses on RALs, overall product mix and overhead cost to the Bank,
and other factors set forth as “Risk Factors” at Part II, Item 1A in the
Company’s Form 10-Q for the quarterly period ended September 30,
2009.
Any
forward-looking statement made by us in this Form 8-K speaks only as of the date
on which it is made. Factors or events that could cause our actual results to
differ may emerge from time to time, and it is not possible for us to predict
all of them. We undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future developments or
otherwise, except as may be required by law.
The
Company has described the Program Agreement and Technology Agreement in the
Company’s current reports on Form 8-K filed with the Securities and Exchange
Commission on September 20, 2007, December 3, 2008 and November 24,
2009.
The
Company will seek confidential treatment from the Securities and Exchange
Commission for certain portions of the Bank’s second amendments to the Program
Agreement and Technology Agreement described in its Form 8-K filing on November
24, 2009 and the Bank’s third amendments to the Program Agreement and Technology
Agreement described above in connection with filing such amendments as exhibits
to the Company’s Annual Report on Form 10-K for the period ended December 31,
2009.
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.
SIGNATURES
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REPUBLIC BANCORP, INC. |
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Date: December 30,
2009
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By:
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/s/ Kevin
Sipes |
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Kevin
Sipes |
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Executive
Vice President, Chief Financial
Officer
& Chief Accounting Officer
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