- Filing of certain prospectuses and communications in connection with business combination transactions (425)
06 Settembre 2011 - 11:08PM
Edgar (US Regulatory)
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): September 1, 2011
TIB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
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Florida
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0000-21329
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65-0655973
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(State or other jurisdiction
of incorporation)
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(Commission
file number)
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(IRS employer
identification number)
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599 9th Street North, Suite 101
Naples, Florida
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34102-5624
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(Address of principal executive offices)
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(Zip Code)
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(239) 263-3344
(Registrants 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 (see General Instruction A.2.
below):
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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))
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On
September 1, 2011, the board of directors of North American Financial Holdings, Inc. (
NAFH
), a Delaware corporation and the owner of approximately 94.5% of TIB Financial Corp. (
TIB Financial
), a corporation
organized under the laws of the State of Florida, adopted a plan of merger (the
Plan of Merger
) pursuant to which TIB Financial will merge with and into NAFH, with NAFH as the surviving corporation (the
Merger
).
The Plan of Merger was adopted under a provision of Florida law that permits holders of at least 80% or more of the stock of a subsidiary to merge with that subsidiary without the approval of the subsidiarys shareholders.
The Plan of Merger provides that each share of TIB Financial common stock issued and outstanding immediately prior to the completion of
the Merger, except for shares for which appraisal rights are properly exercised and except for specified shares of TIB Financial common stock held by NAFH or TIB Financial, will be converted into the right to receive 0.7205 of a share of NAFH
Class A common stock, with cash in lieu of any fractional shares. The warrant to purchase 11,666,667 shares of TIB Financials common stock owned by NAFH will be canceled in connection with the merger. There is currently no public market
for NAFHs Class A common stock. Concurrently with the completion of the Merger, NAFH expects to complete an initial public offering of its Class A common stock and apply for listing of its shares on The Nasdaq Global Select Market.
On or about September 9, 2011, TIB Financial expects to mail to its shareholders a letter announcing the adoption of the
Plan of Merger by the board of directors of NAFH and attaching the text of the Plan of Merger as an exhibit thereto. A form of the letter to TIB Financials shareholders, including the Plan of Merger, is attached to this current report on Form
8-K as Exhibit 99.1.
Forward-Looking Information
Except for historical information contained in this notice, the statements made in this notice constitute forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements involve certain risks and uncertainties, including statements regarding the anticipated merger of TIB Financial and NAFH. Certain factors, including those
outside TIB Financials and NAFHs control, may cause actual results to differ materially from those in the forward-looking statements, including economic and other conditions in the markets in which the companies operate;
risks associated with the continued listing of TIB Financials securities and future listing of NAFHs securities; risks associated with acquisitions, competition, seasonality and the other risks discussed in our filings with the U.S.
Securities and Exchange Commission (the SEC), which discussions are incorporated in this notice by reference.
Additional
Information and Where to Find It
In connection with the pending Merger of NAFH and TIB Financial, NAFH plans to file with
the SEC a registration statement on Form S-4 that will include a prospectus of NAFH relating to the NAFH Class A common stock to be issued in the Merger. NAFH and TIB Financial also plan to file with the SEC other relevant documents in
connection with the pending Merger. The registration statement and the prospectus will contain important information about NAFH, TIB Financial, the pending Merger and related matters. Investors are urged to read the registration statement and the
prospectus carefully when they are available because they will contain important information. Investors will be able to obtain free copies of the registration statement and the prospectus and other documents filed with the SEC by NAFH and TIB
Financial through the web site maintained by the SEC at
www.sec.gov
. Investors will be able to obtain free copies of the documents filed with the SEC by NAFH and TIB Financial by contacting Nancy A. Snow, Capital Bank Corp., 333 Fayetteville
Street, Suite 700, Raleigh, North Carolina 27601.
Not an Offer to Buy or Sell Securities
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
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Exhibit
No.
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Description
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99.1
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Form of notice to shareholders of TIB Financial Corp.
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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.
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TIB FINANCIAL CORP.
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Date: September 6, 2011
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By:
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HRISTOPHER
G. M
ARSHALL
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Christopher G. Marshall
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Chief Financial Officer
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Grafico Azioni Tib Financial Corp. (MM) (NASDAQ:TIBB)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Tib Financial Corp. (MM) (NASDAQ:TIBB)
Storico
Da Lug 2023 a Lug 2024