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): November 28, 2007
CITIZENS, INC.
(Exact name of registrant as specified in its charter)
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| COLORADO
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0-16509
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84-0755371 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
400 East Anderson Lane
Austin, Texas 78752
(Address of principal executive offices) (Zip Code)
(512) 837-7100
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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
On November 29, 2007, Citizens, Inc., a Colorado corporation (the “Company”), entered into
definitive subscription agreements (the “Subscription Agreements”) with institutional investors
pursuant to which the Company issued and sold an aggregate of 2,682,857 registered shares of its
Class A common stock, no par value, at $7.00 per share, through a registered direct offering, for
aggregate gross proceeds of $18.8 million, before deducting estimated fees and expenses associated
with the offering (the “Offering”). The closing is expected to take place on December 4, 2007,
subject to the satisfaction of customary closing conditions. The shares of Class A common stock
offered by the Company in this transaction were registered under the Company’s existing shelf
registration statement (File No. 333-143518) on Form S-3, which was declared effective by the
Securities and Exchange Commission on June 22, 2007.
The placement agents for the Offering are Oppenheimer & Co. Inc., which is acting as lead
placement agent, and KeyBanc Capital Markets Inc. On November 28, 2007, the Company executed a
placement agent agreement (the “Placement Agent Agreement”) with Oppenheimer & Co. Inc., as
representative of the placement agents. The Company will pay the placement agents an aggregate fee
equal to 5.5% of the gross proceeds of the Offering equal to approximately $1,032,900, plus
estimated expenses of the Offering equal to approximately $595,000.
A copy of each of the form of Subscription Agreement, the form of Placement Agent Agreement
and the related press release of the Company, dated November 29, 2007, are filed herewith as
Exhibits 10.1, 10.2 and 99.1, respectively, and are incorporated herein by reference. The foregoing
description of the Offering by the Company and the documents related thereto, is qualified in its
entirety by reference to such Exhibits.
Item 9.01 Financial Statements and Exhibits
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Exhibits: |
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| 10.1 |
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Form of Subscription Agreement between the Company and an Investor
dated November 29, 2007. |
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| 10.2 |
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Form of Placement Agent Agreement by and between the Company and
Oppenheimer & Co. Inc., as representative of the placement agents,
dated November 28, 2007. |
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| 99.1 |
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Press Release of the Company dated November 29, 2007. |