Current Report Filing (8-k)
June 12 2019 - 8:34AM
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
June 10, 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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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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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.
¨
On June 10, 2019, Ameris Bancorp, a Georgia corporation (“Ameris”)
received regulatory approval from the Board of Governors of the Federal Reserve System to complete the transactions contemplated
by the Agreement and Plan of Merger, dated as of December 17, 2018, by and between Fidelity Southern Corporation, a Georgia corporation
(“Fidelity”) and Ameris (the “Merger Agreement”). Ameris and Fidelity have now received all regulatory
approvals required under the Merger Agreement.
The closing of the transactions contemplated by the Merger Agreement
is expected to occur on or about July 1, 2019, subject to the satisfaction or waiver of the closing conditions described in the
Merger Agreement.
* * *
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 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.
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: June 12, 2019
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