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):
October 27, 2017
CAROLINA
FINANCIAL CORPORATION
(Exact
Name of Registrant As Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-19029
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57-1039673
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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288 Meeting Street, Charleston, South Carolina
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29401
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(Address of Principal Executive Offices)
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(Zip Code)
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(843) 723-7700
(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 (17 CFR 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
þ
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 8.01 Other Events
Carolina Financial Corporation (“Carolina Financial”)
and First South Bancorp, Inc. (“First South”) announced today that they have received the requisite regulatory and
shareholder approvals for the mergers contemplated by the Agreement and Plan of Merger and Reorganization, dated June 9, 2017.
Pursuant to the terms of the Merger Agreement, the initial exchange ratio of 0.5200 was subject to decrease in the event that the
average closing price per share of Carolina Financial common stock was greater than $35.14 over a specified period prior to completion
of the merger and Carolina Financial common stock outperformed the NASDAQ Bank Index by 15% or more between the signing date and
the end of the specified period. Both conditions have been met. Accordingly, each outstanding share of First South common stock
will be exchanged for 0.5064 shares of Carolina Financial common stock. The closing of the mergers of Carolina Financial and First
South and their subsidiary banks are expected to occur on November 1, 2017.
A copy of the joint press release is filed as Exhibit 99.1 to this
Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Forward-Looking Statements
Certain statements in this Form 8-K contain “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to future
plans and expectations, and are thus prospective. Such forward-looking statements include, but are not limited to, statements with
respect to plans, objectives, expectations and intentions and other statements that are not historical facts, and other statements
identified by words such as “believes,” “expects,” “anticipates,” “estimates,”
“intends,” “plans,” “targets,” and “projects,” as well as similar expressions.
Such statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from
future results expressed or implied by such forward-looking statements. Although the parties making such statements believe that
the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate.
Therefore, Carolina Financial and First South provide no assurance that the results contemplated in the forward-looking statements
will be realized. The inclusion of this forward-looking information should not be construed as a representation by Carolina Financial,
First South, or any other person that the future events, plans, or expectations contemplated will be achieved.
Additional Information About the Merger and Where
to Find It
Carolina Financial and First South have filed relevant documents
concerning the merger with the Securities and Exchange Commission (the “SEC”), including a Registration Statement on
Form S-4, which includes a joint proxy statement of Carolina Financial and First South and a prospectus of Carolina Financial,
as well as other relevant documents concerning the proposed transaction. This communication shall not constitute 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
off, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
STOCKHOLDERS OF CAROLINA FINANCIAL AND FIRST SOUTH ARE URGED TO
READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS WHEN THEY ARE FILED WITH THE
SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders of Carolina Financial and First South may obtain a
free copy of the joint proxy statement/prospectus, as well as other filings containing information about the Company and Carolina
Financial, at the SEC’s internet site (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings
with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge,
by directing a request to: First South Bancorp, Inc., 1311 Carolina Avenue, Washington, NC 27889, Attention: Scott C. McLean, Executive
Vice President and Chief Financial Officer or Carolina Financial Corporation, 288 Meeting Street, Charleston, South Carolina 29401,
Attention: William A. Gehman, III, Executive Vice President and Chief Financial Officer.
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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CAROLINA FINANCIAL CORPORATION,
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Registrant
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By:
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/s/ William A. Gehman, III
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Name:
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William A. Gehman, III
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Title:
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Chief Financial Officer
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Dated: October 27, 2017
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