Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
May 06 2019 - 5:02PM
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
May 6, 2019
Date of Report
(Date of earliest event reported)
Fidelity Southern
Corporation
(Exact name of
registrant as specified in its charter)
Georgia
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001-34981
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58-1416811
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(State
or other jurisdiction
of incorporation)
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(Commission
file number)
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(IRS
Employer
Identification
Number)
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3490 Piedmont
Road, Suite 1550
Atlanta, Georgia 30305
(Address of principal executive offices)
(404) 639-6500
(Registrant’s telephone number, including area code)
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:
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x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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.
¨
Securities registered pursuant to Section 12(b) of the Exchange
Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, no par value per share
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LION
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NASDAQ
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On May 6, 2019, Fidelity Southern Corporation, a Georgia corporation
(“Fidelity”), and Ameris Bancorp, a Georgia corporation (“Ameris”) issued a joint press release announcing
that, at their respective special meetings of shareholders held on May 6, 2019, shareholders of both companies have voted to approve
all proposals necessary to complete the merger of Fidelity with and into Ameris (the “Merger”). The Merger is expected
to close in the second quarter of 2019 and remains subject to the receipt of regulatory approvals and other customary closing
conditions.
A copy of the joint press release is attached to this Report
as Exhibit 99.1 and is incorporated into this Report by reference.
* * *
Cautionary Statements Regarding Forward-Looking Information
This Report contains
forward-looking statements, as defined by federal securities laws, including the expected timing of the proposed merger between
Ameris and Fidelity. The forward-looking statements in this Report are based on current expectations and involve numerous assumptions,
risks and uncertainties that may cause actual results to differ materially from those expressed or implied in any such statements,
including the parties’ ability to consummate the proposed merger or satisfy the conditions to the completion of the proposed
merger, including the receipt of required regulatory approvals, on the terms expected or on the anticipated schedule. For a discussion
of some of the other risks and other factors that may cause such forward-looking statements to differ materially from actual results,
please refer to Ameris’s and Fidelity’s filings with the Securities and Exchange Commission, including their respective
Annual Reports on Form 10-K for the year ended December 31, 2018 and subsequently filed Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. Forward-looking statements speak only as of the date they are made, and neither Ameris nor Fidelity undertakes
any obligation to update or revise forward-looking statements.
Additional Information
On February 12, 2019,
Ameris filed a registration statement on Form S-4, as amended on March 22, 2019, with the SEC to register the shares of Ameris
Common Stock that will be issued to Fidelity’s shareholders in connection with the Merger. The registration statement included
a joint proxy statement/prospectus and other relevant materials in connection with the transaction. The registration statement
was declared effective by the SEC on March 25, 2019, and Fidelity and Ameris commenced mailing the definitive joint proxy statement/prospectus
to stockholders of Fidelity and Ameris on or about March 28, 2019. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Investors and security holders may obtain
free copies of these documents and other documents filed with the SEC on its website at http://www.sec.gov. Investors and security
holders may also obtain free copies of the documents filed with the SEC by Fidelity on its website at www.FidelitySouthern.com
and by Ameris on its website at http://www.AmerisBank.com.
This Report does not
constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Investors
and security holders of Fidelity and Ameris are urged to read carefully the entire registration statement and definitive joint
proxy statement/prospectus, including any amendments thereto, because they contain or will contain important information about
the Merger. Free copies of these documents may be obtained as described above.
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Item 9.01
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Financial Statements and Exhibits.
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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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FIDELITY SOUTHERN CORPORATION
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By:
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/s/ Charles D.
Christy
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Charles D. Christy
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Chief Financial Officer
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Date: May 6, 2019
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