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 14, 2015

MADISON COUNTY FINANCIAL, INC.
(Exact Name of Registrant as Specified in Its Charter)

Maryland
(State or other jurisdiction of incorporation or organization)
  
001-35679
(Commission
File Number)
  
46-0658311
(IRS Employer
Identification No.)

111 West Third Street, Madison, Nebraska, 68748
(Address of principal executive offices) (Zip Code)

(402) 454-6511
(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))


 
 
 

Item 8.01                      Other Events.

On December 14, 2015, Madison County Financial, Inc. (the “Company”) announced its intention to terminate the registration of its common stock under the Securities and Exchange Act of 1934, as amended, and suspend its periodic reporting obligations with the Securities and Exchange Commission.  For additional information, reference is made to the Company’s press release, which is attached as Exhibit 99 to this Current Report and is incorporated herein by reference.

Item 9.01                      Financial Statements and Exhibits

(d)                       Exhibits.

Number                         Description

99                                Press release dated December 14, 2015




 
 
 

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 thereunto duly authorized.


  MADISON COUNTY FINANCIAL, INC.  
       
Date: December 14, 2015
By:
/s/ David J. Warnemunde  
    David J. Warnemunde  
    President and Chief Executive Officer  
       
 
 
 




FOR IMMEDIATE RELEASE:
 
Date: December 14, 2015
Contact:  David J. Warnemunde
                President and Chief Executive Officer
        (402) 454-6511
Madison County Financial, Inc. Announces Deregistration
with Securities and Exchange Commission

Madison, Nebraska, December 14, 2015. Madison County Financial, Inc. (the “Company”), (OTC Pink: MCBK) announced today that its board of directors approved the termination of the registration of its common stock under the Securities Exchange Act of 1934. A Form 15 will be filed with the Securities and Exchange Commission (the “SEC”) on or about December 15, 2015 in order to effect such deregistration. The obligation of the Company to file periodic reports with the SEC, including reports on Forms 10-K, 10-Q and 8-K, will be suspended upon filing of the Form 15. Once the Form 15 is effective, which is expected to occur within 90 days of filing, the obligations of the Company to file proxy materials and other reports with the SEC will also be suspended.
 
David J. Warnemunde, President and Chief Executive Officer of the Company, said, “The Company is taking this action in order to reduce operating expenses. We believe that the continuing increased costs and administrative burdens of public company status, including our reporting obligations with the SEC, outweigh the benefits of public reporting.” Mr. Warnemunde also indicated that the Company will continue to provide stockholders with an annual report containing audited financial statements, and that quarterly interim financial statements will be available on the Company’s website at www.madisoncountybank.com.
 
Forward-Looking Statements
 
This press release contains certain forward-looking statements that are based on assumptions and may describe future plans, strategies and expectations of the Company. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Certain factors that could cause actual results to differ materially from expected results include changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business of the Company and the Bank, and changes in the securities markets. Except as required by law, the Company does not undertake any obligation to update any forward-looking statements to reflect changes in belief, expectations or events.

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