Current Report Filing (8-k)
May 29 2018 - 9:39AM
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):
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May 25, 2018
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Atlantic
Coast Financial Corporation
(Exact Name of Registrant as Specified in
Charter)
Maryland
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001-35072
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65-1310069
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(State or Other Jurisdiction
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(Commission File
Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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Registrant’s telephone number, including area code:
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(800) 342-2824
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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):
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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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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
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.
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Item 1.02 Termination of a Material
Definitive Agreement.
The information set forth in Item 5.02
is incorporated herein by reference.
Item 2.01 Completion of Acquisition
or Disposition of Assets.
Effective May 25, 2018, Atlantic Coast
Financial Corporation (the “Company”) merged with and into Ameris Bancorp (“Ameris”), with Ameris continuing
as the surviving corporation, pursuant to the Agreement and Plan of Merger dated as of November 16, 2017 (the “Merger Agreement”)
between the Company and Ameris (the “Merger”).
Pursuant to the Merger Agreement, each
outstanding share of the Company’s common stock was automatically converted into the right to receive $1.39 in cash and 0.17
shares of the common stock of Ameris (the “Merger Consideration”).
Immediately following the Merger, Atlantic
Coast Bank, the Florida banking subsidiary that was wholly owned by the Company before the Merger, was merged with and into Ameris
Bank, a Georgia banking corporation and wholly owned subsidiary of Ameris.
The foregoing description of the Merger
and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 25, 2018, in connection with the
anticipated closing of the Merger, the Company notified The Nasdaq Stock Market (“Nasdaq”) that each share of the Company’s
common stock would be cancelled and converted into the right to receive the Merger Consideration, and requested that trading of
the Company’s common stock on Nasdaq be suspended after the close of trading on May 25, 2018. In addition, the Company requested
that Nasdaq file with the Securities and Exchange Commission a Form 25 to delist the Company’s common stock from Nasdaq and
to terminate the registration of its common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Ameris, as the surviving corporation in
the Merger, intends to file a Form 15 to suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange
Act.
Item 3.03 Material Modification to Rights
of Security Holders.
As a result of the Merger, holders of the
Company’s common stock immediately prior to the effective time of the Merger ceased having any rights as stockholders of
the Company, other than their right to receive the Merger Consideration.
The information set forth in Items 2.01,
3.01, and 5.03 is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
The information set forth in Items 2.01
and 5.02 is incorporated herein by reference.
Item 5.02 Departure of Directors or
Principal Officers; Election of Directors; Appointment of Principal Officers.
In connection with the Merger, on May 25,
2018, each of the Company’s directors and executive officers ceased serving in such capacities. Also on May 25, 2018, the
respective employment agreements among Atlantic Coast Bank and each of John K. Stephens, Jr., Tracy L. Keegan and Phillip S. Buddenbohm
were terminated.
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
At the effective time of the Merger, the
Articles of Incorporation, as amended, and the Bylaws, as amended and restated, of Ameris, as the surviving corporation of the
Merger, became the Articles of Incorporation and Bylaws of the Company, respectively, in accordance with the terms of the Merger
Agreement.
The information set forth in Item 2.01
is incorporated herein by reference. The Articles of Incorporation, as amended, and the Bylaws, as amended and restated, of Ameris
are included herewith as Exhibits 3.1 through 3.6 and Exhibit 3.7, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
2.1
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Agreement and Plan of Merger dated as of November 16, 2017 by and between Ameris Bancorp and Atlantic Coast Financial Corporation (incorporated by reference to Exhibit 2.1 to Atlantic Coast Financial Corporation’s Current Report on Form 8-K filed with the SEC on November 17, 2017).
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3.1
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Articles of Incorporation of Ameris Bancorp, as amended (incorporated by reference to Exhibit 2.1 to Ameris Bancorp’s Regulation A Offering Statement on Form 1-A filed with the SEC on August 14, 1987).
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3.2
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Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.7 to Ameris Bancorp’s Annual Report on Form 10-K filed with the SEC on March 26, 1999).
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3.3
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Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.9 to Ameris Bancorp’s Annual Report on Form 10-K filed with the SEC on March 31, 2003).
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3.4
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Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on December 1, 2005).
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3.5
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Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on November 21, 2008).
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3.6
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Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on June 1, 2011).
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3.7
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Bylaws of Ameris Bancorp, as amended and restated effective January 16, 2018 (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on January 19, 2018).
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SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
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AMERIS BANCORP
, as successor by merger to Atlantic Coast Financial Corporation
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By:
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/s/ Nicole S. Stokes
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Nicole S. Stokes
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Executive Vice President and Chief Financial Officer
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Date: May 29, 2018
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