Current Report Filing (8-k)
April 27 2017 - 8:03AM
Edgar (US Regulatory)
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):
April 27, 2017
HCSB
FINANCIAL CORPORATION
(Exact
Name of Registrant As Specified in Its Charter)
South
Carolina
(State or Other
Jurisdiction of Incorporation)
000-26995
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57-1079444
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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3640 Ralph Ellis Blvd, Loris, South Carolina
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29569
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(Address of Principal Executive Offices)
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(Zip Code)
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(843)
756-6333
(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
(see General Instruction A.2. below):
x
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
o
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
o
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Item 2.02.
Results of Operations and Financial Condition.
On April 27,
2017, HCSB Financial Corporation (the “Company”) issued a press release announcing its financial results for the period
ended March 31, 2017. A copy of the press release is attached hereto as Exhibit 99.1.
Additional
Information and Where to Find It
This
communication is being made in respect of the Merger involving the Company and United Community Banks, Inc. (“United”).
Investors and security holders are urged to carefully review and consider each of United’s and the Company’s public
filings with the SEC, including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports
on Form 8-K and their Quarterly Reports on Form 10-Q. The documents filed by United with the SEC may be obtained free of charge
at United’s website at http://www.ucbi.com or at the SEC’s website at http://www.sec.gov. These documents may also
be obtained free of charge from United by requesting them in writing to Investor Relations, United Community Banks, Inc., 125
Highway 515 East, Blairsville, Georgia 30514-0398, or by telephone to Investor Relations at (706) 781-2265. The documents filed
by the Company with the SEC may be obtained free of charge at the Company’s website at https://www.hcsbaccess.com, or at
the SEC’s website at http://www.sec.gov. These documents may also be obtained free of charge from the Company by requesting
them in writing to HCSB Financial Corporation, 3640 Ralph Ellis Blvd., Loris, South Carolina 29569 Attn: Jan H. Hollar, or by
telephone to Mrs. Hollar at (843) 716-6117.
United
plans to file a registration statement on Form S-4 with the Securities and Exchange Commission to register the shares of United’s
common stock that will be issued to the Company’s shareholders in connection with the proposed merger. The registration
statement will include a joint proxy statement of the Company and prospectus of United and other relevant materials in connection
with the proposed merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY/PROSPECTUS
WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY
REFERENCE INTO THE REGISTRATION STATEMENT OR JOINT PROXY/PROSPECTUS BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER. A definitive joint proxy statement/prospectus will be sent to the shareholders of the Company seeking
the required shareholder approval. Investors and security holders will be able to obtain the registration statement and the joint
proxy statement/prospectus free of charge from the SEC’s website or from United or the Company as described above.
This
communication shall not constitute an offer to sell or the solicitation of an offer to buy 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 such jurisdiction.
Participants
in the Merger Solicitation
United, the
Company, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation
of proxies from the Company’s shareholders in connection with the proposed merger. Information regarding the directors and
executive officers of United and their ownership of United common stock is set forth in its 2016 Annual Report on Form 10-K, definitive
proxy statement for United’s 2017 annual meeting of shareholders, as filed with the Securities and Exchange Commission on
March 24, 2017, and other documents subsequently filed by United with the SEC. Information regarding the directors and executive
officers of the Company and their ownership of the Company’s common stock is set forth in its Definitive Proxy Statement
on Form DEF14A filed on June 20, 2016 and other documents subsequently filed by the Company with the SEC. Such information will
also be included in the registration statement and joint proxy statement/prospectus for the Company’s special meeting of
shareholders, which will be filed by United with the SEC. Additional information regarding the interests of such participants
will be included in the registration statement and joint proxy statement/prospectus and other relevant documents regarding the
proposed merger filed with the SEC when they become available. Free copies of these documents may be obtained as described above.
Item 8.01. Other
Events.
The information set forth in Item 2.02 is incorporated by
reference in this Item 8.01.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
Exhibit
Number
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Description
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99.1
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Press
Release dated April 27, 2017
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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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HCSB
FINANCIAL CORPORATION
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Dated: April 27,
2017
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By:
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/s/
Jan H. Hollar
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Name: Jan
H. Hollar
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Title: Chief
Executive Officer
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