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 16, 2005 (December 15, 2005) ------------------------------ RURBAN FINANCIAL CORP. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Ohio 0-13507 34-1395608 ---- ------- ---------- (State or other jurisdiction (Commission File (IRS Employer of incorporation or organization) Number) Identification No.) 401 Clinton Street, Defiance, Ohio 43512 ---------------------------------------------------- (Address of principal executive offices) (Zip Code) (419) 783-8950 ---------------------------------------------------- (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 15, 2005, Rurban Financial Corp. (the "Company") issued a news release announcing that the Company received regulatory approval from the Federal Reserve Bank of Cleveland and the Ohio Division of Financial Institutions to acquire Exchange Bancshares, Inc. and that the Company plans to merge Exchange Bancshares, Inc. into the Company effective as of December 31, 2005. A copy of this news release is furnished as Exhibit 99 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits (a) Financial statements of business acquired - Not Applicable (b) Pro forma financial information - Not Applicable (c) Exhibits Exhibit No. Description ----------- ----------- 99 News Release issued by Rurban Financial Corp. on December 15, 2005 [Remainder of page intentionally left blank; signature on following page.] -2- 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. RURBAN FINANCIAL CORP. Dated: December 16, 2005 By: /s/ Keeta J. Diller --------------------------------------- Keeta J. Diller Vice President and Corporate Secretary -3- INDEX TO EXHIBITS Current Report on Form 8-K Dated December 16, 2005 Rurban Financial Corp. Exhibit No. Description ----------- ----------- 99 News Release issued by Rurban Financial Corp. on December 15, 2005 -4-