8-K
First Capital Inc (FCAP)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OFTHE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):March 31, 2023
First Capital, Inc.
(Exact Name of Registrant as Specified in itsCharter)
| Indiana | 0-25023 | 35-2056949 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
220 Federal Drive N.W. Corydon, Indiana 47112
(Address of Principal Executive Offices) (Zip Code)
(812
)
738-2198
(Registrant’s Telephone Number, Including Area Code)
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:
¨ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.01 per share | FCAP | The<br> NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Departure of William W. Harrod as Presidentand Chief Executive Officer; Transition of Michael C. Frederick as President and Chief Executive Officer
On March 31, 2023, William W. Harrod will step down as President and Chief Executive Officer of First Harrison Bank (the “Bank”), and Michael C. Frederick will resign as Chief Financial Officer of First Capital, Inc (the “Company”) of the Bank and transition into the role of President and Chief Executive Officer of the Bank.
Effective July 1, 2023, Mr. Frederick will also transition into the role of President and Chief Executive Officer of the Company. Mr. Frederick is currently serving as Executive Vice President and a director on the board of the Company. Mr. Frederick has been affiliated with the Bank since June 1990.
Mr. Frederick has (i) no arrangements or understandings with any other person pursuant to which he was appointed as an executive officer, and (ii) no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or an executive officer. Mr. Frederick has had no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K.
Appointment of Joshua P. Stevens, CPA as ChiefFinancial Officer
On March 31, 2023, Joshua P. Stevens will transition into the role of Chief Financial Officer for the Company and the Bank. Mr. Stevens has been affiliated with the Bank since August 2022. Prior to that, he served in various leadership roles at Monroe Shine & Co., Inc. from 2009 to 2022. Mr. Stevens earned his B.S., Accounting & Business Economics and Public Policy at Indiana University Kelley School of Business.
Mr. Stevens has (i) no arrangements or understandings with any other person pursuant to which he was appointed as an executive officer, and (ii) no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or an executive officer. Mr. Stevens has had no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press Release issued by First<br>Capital, Inc. on March 31, 2023. |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| FIRST CAPITAL, INC. | ||
|---|---|---|
| Date: April 3, 2023 | By: | /s/ William W. Harrod |
| William W. Harrod | ||
| President and Chief Executive Officer |
EXHIBIT 99.1
First Capital, Inc. Announces FrederickNamed Chief Executive Officer of First Harrison Bank; Stevens Named Chief Financial Officer
CORYDON, Ind., March 31, 2023 (GLOBE NEWSWIRE) -- First Capital, Inc. (the “Company”) (NASDAQ:FCAP), the holding company for First Harrison Bank (the “Bank”), today announced that Michael C. Frederick has assumed the role of President and Chief Executive Officer of the Bank and Joshua P. Stevens, CPA has assumed the role of Chief Financial Officer of the Bank and the Company. Mr. Frederick, age 55, previously served as the Chief Financial Officer of the Bank and the Company and has been affiliated with the Bank since 1990. Mr. Stevens, age 36, recently joined the Bank in August 2022, and previously served in various leadership roles at Monroe Shine & Co., Inc. from 2009 to 2022.
“Since joining the Company in 1990, Chris has been a tremendous leader and partner as we have significantly grown in the communities we serve in Indiana and Kentucky. At First Harrison Bank, we believe that our culture is an essential component of our success, and our board of directors is looking forward to the future with Chris in this role as he is a great steward of our culture,” commented William W. Harrod, President and Chief Executive Officer of the Company. Harrod will continue in his role as President and Chief Executive Officer of the Company until July 1, 2023, when Mr. Frederick will step into that role.
“I am honored to assume this leadership role. First Harrison Bank has established a consistent reputation for community commitment and support that goes well beyond traditional banking services. We will continue to adhere to our values, while at the same time staying focused on the long term development of value for our shareholders. We are excited for Josh to join us as Chief Financial Officer. Josh has provided audit, tax, compliance, and consulting services to a wide variety of financial institutions for many years prior to joining our team. We believe that he will fit seamlessly with our team.”
“We’ve had an outstanding leader in Bill over the past 31 years and we are well positioned to continue the strong history of client service and shareholder performance developed during Bill’s tenure,” concluded Frederick.
The Bank currently has eighteen offices in the Indiana communities of Corydon, Edwardsville, Greenville, Floyds Knobs, Palmyra, New Albany, New Salisbury, Jeffersonville, Salem, Lanesville and Charlestown and the Kentucky communities of Shepherdsville, Mt. Washington and Lebanon Junction.
Access to First Harrison Bank accounts, including online banking and electronic bill payments, is available through the Bank’s website at www.firstharrison.com. For more information and financial data about the Company, please visit Investor Relations at the Bank’s aforementioned website. The Bank can also be followed on Facebook.
This press release may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of the words “anticipate,” “believe,” “expect,” “intend,” “could” and “should,” and other words of similar meaning. Forward-looking statements are not historical facts nor guarantees of future performance; rather, they are statements based on the Company’s current beliefs, assumptions, and expectations regarding its business strategies and their intended results and its future performance.
Numerous risks and uncertainties could cause or contribute to the Company’s actual results, performance and achievements to be materially different from those expressed or implied by these forward-looking statements. Factors that may cause or contribute to these differences include, without limitation, the severity, magnitude and duration of the COVID-19 pandemic, including impacts of the pandemic and of businesses’ and governments’ responses to the pandemic on our operations and personnel, and on commercial activity and demand across our and our customers’ businesses, market, economic, operational, liquidity, credit and interest rate risks associated with the Company’s business (including developments and volatility arising from the COVID-19 pandemic), general economic conditions, including changes in market interest rates and changes in monetary and fiscal policies of the federal government; competition; the ability of the Company to execute its business plan; legislative and regulatory changes; and other factors disclosed periodically in the Company’s filings with the Securities and Exchange Commission.
Because of the risks and uncertainties inherent in forward-looking statements, readers are cautioned not to place undue reliance on them, whether included in this press release, the Company’s reports, or made elsewhere from time to time by the Company or on its behalf. These forward-looking statements are made only as of the date of this press release, and the Company assumes no obligation to update any forward-looking statements after the date of this press release.
Contact:
William W. Harrod
President and Chief Executive Officer
First Capital, Inc.
200 Federal Drive, N.W.
Corydon, Indiana 47112
(812) 734-3464