1
ST
UNITED BANCORP, INC.
FORM 8-K
CURRENT REPORT
Explanatory Note
On
April 1, 2012, 1st United Bancorp, Inc. (Bancorp or the Registrant), filed
a Current Report on Form 8-K (the Original Report) to report that it had
completed the merger (the Merger), effective April 1, 2012, of Anderen Financial, Inc., a
Florida Corporation (AFI), and its wholly owned subsidiary, Anderen Bank, a
Florida chartered commercial bank (Anderen Bank) pursuant to the Agreement
and Plan of Merger (Merger Agreement), dated October 24, 2011. In the
Original Report, the Registrant indicated it would file an amendment to the Form
8-K no later than June 16, 2012 to provide financial information to the extent
required by Item 9.01 of Form 8-K.
This
Current Report on Form 8-K/A (Amendment 1) updates the disclosures provided
in Item 2.01 and provides the disclosures required by Item 9.01. Except as
otherwise provided herein, the other disclosures made in the Original Report
remain unchanged. The Registrant does not anticipate that it will further amend
this Current Report.
Statements
made or incorporated by reference in this Amendment, other than those
concerning historical financial information, may be considered forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995 and are subject to risks and uncertainties. These forward-looking
statements include, without limitation, statements regarding Bancorps
expectation concerning its financial condition, operating results, cash flows,
liquidity and capital resources, including the effects of the Anderen Merger
and the final determination of the assets and liabilities acquired and their
respective valuations. A discussion of risk, uncertainties and other factors
that could cause actual results to differ materially from managements
expectations is set forth under the captions Business Note about
Forward-Looking Statements, Risk Factors and Managements Discussion and
Analysis of Financial Condition and Results of Operations in the Companys
Annual Report on Form 10-K for the year ended December 31, 2011 and in the
Original Report.
Item 2.01
Completion of Acquisition and Disposition of
Assets
On
April 1, 2012, 1
st
United Bancorp, Inc. completed its acquisition of
Anderen Financial, Inc., a Florida corporation and its wholly-owned subsidiary
Anderen Bank, a Florida-chartered commercial bank pursuant to the Agreement and
Plan of Merger, dated October 24, 2011, by and among the Registrant, AFI, and
Anderen. In accordance with the Merger Agreement, the Registrant acquired AFI
through (i) the merger of AFI with and into the Registrant and (ii) the
subsequent merger of Anderen with and into 1
st
United Bank
(collectively, the Merger). The Registrant was the surviving financial
holding company and 1
st
United Bank was the surviving bank following
the Merger. The Merger became effective at 9:00 a.m. Eastern Time on April 1,
2012 (the Effective Time).
Pursuant
to the terms of the Merger Agreement, each share of AFI common stock, $0.01 par
value per share (excluding shares held by AFI, Bancorp, or any subsidiaries of
either AFI or Bancorp, in each case other than in a fiduciary capacity or as a
result of debts previously contracted, and excluding shares held by shareholders
who perfect their statutory dissenters rights, if any), was cancelled and
automatically converted into the right to receive cash, common stock of the
Registrant, or a combination of cash and common stock of the Registrant, and
cash in lieu of fractional shares, as applicable. AFI shareholders could elect
to receive cash, stock, or a combination of 50% cash and 50% stock, provided,
however, that each such election was subject to mandatory allocation procedures
to ensure the total consideration was approximately 50% cash and 50% stock. The
value of the Per Share Consideration (the value of the consideration paid in
exchange for each share of AFI common stock, as such term is defined in the
Merger Agreement) was $7.728. The total value of the consideration paid to AFI
shareholders was $38,250,443, which consisted of approximately $19,125,222 in
cash and 3,140,430 shares of the Registrants common stock.
The
foregoing summary of the Merger Agreement is not complete and is qualified in
its entirety by reference to the full text of the Merger Agreement, a copy of
which was attached as Exhibit 2.2 to the Registrants Current Report on Form
8-K filed on October 24, 2011 and is incorporated by reference herein.
2
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Pursuant
to the terms of the Merger Agreement, the Board of Directors of the Registrant
increased the size of the Board by one and appointed Derek C. Burke as an
independent director to serve on the Registrants Board of Directors. The
appointment was effective immediately after the Effective Time of the Merger on
April 1, 2012. The Board of Directors does not expect at this time that it will
appoint Mr. Burke to any committees of the Board.
Mr.
Burke was appointed as a director by the Board pursuant to Section 7.21(a)(1)
of the Merger Agreement which required the Registrant to increase the size of
its Board to 12 directors and take all necessary action to appoint one
qualified, independent director from the former AFI Board of Directors to serve
on both the Registrants and 1
st
United Banks Board of Directors.
Mr. Burke is not party to any transaction that would require disclosure
pursuant to Item 404(a) of Regulation S-K. The Registrant has not entered into
any material compensatory plan, contract or arrangement with Mr. Burke that
would require disclosure under Item 5.02 of this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure
.
On
April 1, 2012, the Registrant issued a press release announcing the completion
of the Merger, a copy of which is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
The
information furnished under Item 7.01 of this Current Report on Form 8-K shall
not be deemed filed for purposes of Section 18 of the Securities Exchange Act
of 1934, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01. Financial Statement and Exhibits.
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(a)
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Financial Statements of Business Acquired.
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The
following audited consolidated financial statements of Anderen Financial,
Inc. and subsidiaries are filed as Exhibit 99.2 to this Form 8-K/A and are
incorporated herein by reference:
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§
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Report of
Independent Auditors,
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§
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Consolidated
Balance Sheets as of December 31, 2010 and December 31, 2011,
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§
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Consolidated
Statement of Income for the years ended December 31, 2010 and
December 31, 2011,
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§
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Consolidated
Statement of Cash Flows for the years ended December 31, 2010 and
December 31, 2011,
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§
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Consolidated
Statement of Shareholders Equity for the years ended December 31, 2010 and
December 31, 2011, and
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§
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Notes to
Consolidated Financial Statements.
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(b)
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Pro Forma Financial Information.
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The
following unaudited pro forma condensed combined financial information of 1
st
United Bancorp, Inc. is filed as Exhibit 99.3 to this Form 8-K/A and is
incorporated herein by reference:
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§
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Unaudited
pro forma condensed consolidated statement of financial condition balance sheet as of December 31, 2011,
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§
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Unaudited
pro forma condensed consolidated statement of operations as of December 31,
2011, and
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§
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Notes to
unaudited pro forma condensed consolidated financial information.
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Item No.
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Description of Exhibit
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2.1*
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Agreement and Plan of
Merger, dated October 24, 2011, by and among 1
st
United Bancorp,
Inc., Anderen Financial, Inc., and Anderen Bank incorporated herein by
reference to Exhibit 2.2 of the Registrants Current Report on Form 8-K
(filed 10/24/12) (No. 001-34462).
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23.1
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Consent of Hacker, Johnson
& Smith, P.A.
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99.1*
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Press Release, dated April
2, 2012, announcing the completion of the merger of 1
st
United
Bancorp, Inc., Anderen Financial, Inc., 1
st
United Bank, and
Anderen Bank.
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99.2
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Anderen Financial, Inc.
and Subsidiaries Audited Consolidated Financial Statements at December 31,
2011 and December 31, 2010 and for the years then ended
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99.3
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Unaudited pro forma
financial information
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* Previously filed
3
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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1
ST
UNITED BANCORP, INC.
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Date:
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April 10, 2011
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By:
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/s/ John Marino
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John Marino,
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President and Chief
Financial Officer
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4
EXHIBIT INDEX
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Exhibit
Number
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Description
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Item No.
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Description of Exhibit
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2.1*
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Agreement
and Plan of Merger, dated October 24, 2011, by and among 1
st
United
Bancorp, Inc., Anderen Financial, Inc., and Anderen Bank incorporated
herein by reference to Exhibit 2.2 of the Registrants Current Report on Form
8-K (filed 10/24/12) (No. 001-34462).
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23.1
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Consent of
Hacker, Johnson & Smith, P.A.
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99.1*
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Press
Release, dated April 2, 2012, announcing the completion of the merger of 1
st
United Bancorp, Inc., Anderen Financial, Inc., 1
st
United Bank,
and Anderen Bank.
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99.2
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Anderen
Financial, Inc. and Subsidiaries Audited Consolidated Financial Statements at
December 31, 2011 and December 31, 2010 and for the years then ended
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99.3
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Unaudited
pro forma financial information
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* Previously filed
5
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