UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 20, 2007
HMN Financial, Inc.
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(Exact name of registrant as specified in its chapter)
Delaware 0-24100 41-1777397
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1016 Civic Center Drive Northwest
PO Box 6057
Rochester, Minnesota 55903-6057
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (507) 535-1200
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(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 (see General Instruction A.2. below):
|_| 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 2.02. Results of Operations and Financial Condition.
On July 20, 2007, HMN Financial, Inc. (the "Company") reported its financial
results for its second fiscal quarter ended June 30, 2007. See the Company's
press release dated July 20, 2007, which is furnished as Exhibit 99 and
incorporated by reference in this Current Report on Form 8-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On July 24, 2007, the Board of the Company amended, effective as of such date,
the By-laws of the Company as follows:
Article V, Section 1 of the By-laws, was amended and restated in its entirety.
The prior version of Article V, Section 1 of the By-laws stated:
Section 1. Certificates of Stock.
Each stockholder shall be entitled to a certificate signed by, or
in the name of the Corporation by, the President or a Vice President,
and by the Secretary or an Assistant Secretary, or the Treasurer or an
Assistant Treasurer, certifying the number of shares owned by him or
her. Any or all of the signatures on the certificate may be by
facsimile.
The amended and restated version of Article V, Section 1 of the By-laws states:
Section 1. Certificated and Uncertificated Shares of Stock.
Shares of the stock of the Corporation may be in certificated or
uncertificated form, as provided in accordance with the General
Corporation Law of the State of Delaware. Each stockholder shall be
entitled to a certificate signed by, or in the name of the Corporation
by, the President or a Vice President, and by the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer,
certifying the number of shares owned by him or her. Any or all of the
signatures on the certificate may be by facsimile.
Article V, Section 2 of the By-laws, was amended and restated in its entirety.
The prior version of Article V, Section 2 of the By-laws stated:
Section 2. Transfers of Stock.
Transfers of stock shall be made only upon the transfer books of
the Corporation kept at an office of the Corporation or by transfer
agents designated to transfer shares of the stock of the Corporation.
Except where a certificate is issued in accordance with Section 4 of
Article V of these By-laws, an outstanding certificate for the number
of shares involved shall be surrendered for cancellation before a new
certificate is issued therefore.
The amended and restated version of Article V, Section 1 of the By-laws states:
Section 2. Transfers of Stock.
Transfers of stock shall be made only by the record holder of such
stock, or an attorney lawfully appointed in writing, and in the case
of stock represented by a certificate, upon surrender of the
certificate.
The amendments were made to permit the shares of common stock of the Company to
be to be eligible to participate in the Direct Registration System of the NASDAQ
stock exchange.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits (the following exhibit is furnished to the SEC)
Exhibit Number Description
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99 Press release dated July 20, 2007
SIGNATURES
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.
HMN Financial, Inc.
(Registrant)
Date: July 25, 2007 /s/ Jon Eberle
Jon Eberle, SVP/CFO/Treasurer