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:
July
30, 2009
Frontier
Financial Corporation
(Exact
name of registrant as specified in its charter)
|
Washington
(State
of incorporation or organization)
|
000-15540
(Commission
File Number)
|
91-1223535
(I.R.S.
Employer Identification No.)
|
332
S.W. Everett Mall Way
P.O.
Box 2215
Everett,
Washington
(Address
of principal executive offices)
|
98204
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(425)
514-0700
|
|
(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:
[X]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
(17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
|
Item
1.01 Entry Into a Material Definitive Agreement.
On July
30, 2009, Frontier Financial Corporation (“Frontier”) and SP Acquisition
Holdings, Inc. (“SPAH”) entered into an Agreement and Plan of Merger (“Merger
Agreement”) pursuant to which Frontier agreed to merge with and into SPAH (the
“Merger”). Frontier is a bank holding company headquartered in Everett,
Washington. The information set forth herein is qualified by reference to the
Merger Agreement which is filed as part of this 8-K as
Exhibit 2.1
.
Under the
terms of the Agreement, each share of Frontier common stock outstanding
immediately prior to the closing of the merger will be converted and exchanged
into 0.530 shares of common stock and 0.530 warrants to purchase shares of
common stock for seven years from the closing of the merger at a price of $11.50
per share.
Consummation
of the Merger Agreement is subject to approval by regulatory authorities,
approval by the shareholders of Frontier and the warrantholders of SPAH, and
certain other conditions set forth in the Merger Agreement. The Merger Agreement
is expected to close by the fourth quarter of 2009.
Item
7.01 Regulation FD Disclosure.
On July
31, 2009, Frontier and SPAH issued a joint press release announcing the Merger.
The press release is attached hereto as
Exhibit
99.1
.
Item
8.01 Other Events.
On July
31, 2009, Frontier Financial Corporation (“Frontier”) and SP Acquisition
Holdings, Inc. (“SPAH”) issued a joint press release announcing the execution by
and between SPAH and Frontier of an Agreement and Plan of Merger, dated July 30,
2009.
Attached
as
Exhibit 99.2
is a presentation that Frontier is
presenting to investors on August 3, 2009.
Item
9.01 Financial Statements and Exhibits.
(a) Not
applicable.
(b) Not
applicable.
(c) Exhibits
CAUTION
ABOUT FORWARD-LOOKING STATEMENTS
This
report contains “forward-looking statements” that are subject to risks and
uncertainties. These forward-looking statements describe management’s
expectations regarding future events and developments such as the fair market
value of Frontier’s investment portfolio. Readers should not place undue
reliance on forward-looking statements, which reflect management’s views only as
of the date hereof. The words “should,” “anticipate,” “expect,” “will,”
“believe,” and words of similar meaning are intended, in part, to help identify
forward-looking statements. Future events are difficult to predict, and the
expectations described above are subject to risks and uncertainties that may
cause actual results to differ materially. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
expected. In addition to discussions about risks and uncertainties set forth
from time to time in the Company’s filings with the Securities and Exchange
Commission, factors that may cause actual results to differ materially from
those contemplated in these forward-looking statements include, among others:
(1) the extent and duration of continued economic and market disruptions and
governmental actions to address these disruptions; (2) the risk of new and
changing legislation, regulation and/or regulatory actions; (3) pending
litigation; (4) local and national general and economic conditions; (5) changes
in interest rates; (6) reductions in loan demand or deposit levels; and (7)
changes in loan collectibility, defaults and charge-off rates. Frontier
Financial Corporation does not undertake to update forward-looking statements to
reflect circumstances or events that occur after the date the forward-looking
statements were made. Any such statements are made in reliance on the safe
harbor protections provided under the Securities Exchange Act of 1934, as
amended.
SIGNATURES
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 thereunto duly authorized.
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FRONTIER
FINANCIAL CORPORATION
|
|
(Registrant)
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|
|
(Date)
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Patrick
M. Fahey
Chief
Executive Officer
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Exhibit
Index