Attached files
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| EX-2.1 - EXHIBIT 2.1 - ATLANTIC BANCGROUP INC | ex2-1.htm |
| EX-10.1 - EXHIBIT 10.1 - ATLANTIC BANCGROUP INC | ex10-1.htm |
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): May 10, 2010
ATLANTIC BANCGROUP,
INC.
(Exact
name of registrant as specified in its charter)
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Florida
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001-15061
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59-3543956
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(State
or other jurisdiction
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Commission
File Number
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(I.R.S.
Employer
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Of
incorporation)
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Identification
No.)
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1315
South Third Street
Jacksonville Beach, Florida
32250
(address
of principal executive offices)
Registrant’s
telephone number: (904) 247-9494
(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 Instructions A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[X]
Soliciting material pursuant to Rule 14a-12 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.
AGREEMENT
AND PLAN OF MERGER
On May
10, 2010, Atlantic BancGroup, Inc. (“Atlantic”) and Jacksonville Bancorp, Inc.
(“JBI”) entered into an Agreement and Plan of Merger (the “Merger Agreement”),
pursuant to which Atlantic will, subject to the terms and conditions of the
Merger Agreement, merge with and into JBI (the “Merger”). Immediately subsequent
to the Merger, Atlantic’s subsidiary Oceanside Bank will merge with and into
JBI’s subsidiary, The Jacksonville Bank.
Subject
to the terms and conditions of the Merger Agreement, which has been unanimously
approved by the Boards of Directors of both Atlantic and JBI, upon the
completion of the Merger, each share of ABI common stock shall be converted into
one-fifth (0.2) share of JBI common stock (the “Exchange Ratio”), with cash to
be paid in lieu of fractional shares. In addition, if Oceanside Bank sells
certain assets prior to the effective date of the Merger, the cash proceeds of
such sale shall be distributed on a pro rata basis to Atlantic’s shareholders.
Atlantic estimates that the maximum per share distribution from such a sale
would be $0.65.
The
Merger Agreement contains representations, warranties and covenants of Atlantic
and JBI, including, among others, Atlantic’s covenants to conduct its businesses
in the ordinary course during the period between the execution of the Merger
Agreement and consummation of the Merger and to not solicit or accept another
business combination proposal, unless accepting such proposal is required in the
Board’s performance of its fiduciary duties (in which case Atlantic would be
obligated to pay to JBI a termination payment of $300,000).
Consummation
of the Merger is subject to various conditions, including: ; (i) requisite
approvals of the holders of Atlantic and JBI common stock; (ii) receipt of
regulatory approvals; (iv) maintenance of certain net worth and other financial
measures by Atlantic; (iv) maintenance of a minimum net worth by JBI; and (v)
effectiveness of the Form S-4 registration statement relating to the JBI common
stock to be issued in the Merger and listing of the JBI common stock to be
issued in the Merger on the Nasdaq Stock Market Global Market System. In
addition, each party’s obligation to consummate the Merger is subject to certain
other conditions, including: (i) the accuracy of the representations and
warranties of the other party in all material respects; (ii) the compliance of
the other party with its covenants in all material respects; and (iii) the
delivery of opinions from counsel to Atlantic and counsel to JBI relating to
certain legal matters, including the U.S. federal income tax code treatment of
the Merger. In addition, consummation of the Merger is also subject to certain
conditions related to the Stock Purchase (defined below), including (i) approval
of the Stock Purchase by JBI’s shareholders, (ii) the satisfaction of the
conditions to closing in the Stock Purchase Agreement (defined below), and (iii)
receipt of notification from the Investors (defined below) that they have
received all funds necessary to complete the Stock Purchase.
Under the
Merger Agreement, upon completion of the Merger, JBI shall appoint to its Board
of Directors one current Atlantic director, anticipated to be Don Glisson, Jr.
In addition, JBI has entered into employment agreements with Atlantic Chief
Executive Officer and President Barry W. Chandler, Atlantic Chief Financial
Officer David L. Young and Atlantic Senior Loan Officer Grady R. Kearsey,
effective upon the Merger, which, among other things, provide at least one
year’s compensation and impose non-competition and non-solicitation restrictions
on such officers.
In
connection with the proposed Merger and also on May 10, 2010, JBI entered into a
Stock Purchase Agreement (the “Stock Purchase Agreement”) with four accredited
investors (the “Investors”) for the purchase by the Investors of an aggregate of
3,000,000 shares of JBI common
stock to be issued by JBI in exchange for a cash purchase price of $10.00 per
share (the “JBI Stock Purchase”), subject to the terms and conditions contained
therein. Under the Stock Purchase Agreement, CapGen Capital Group IV
LP (“CapGen”) has committed to purchase approximately $19.6 million in shares of
JBI common stock and JBI has agreed to nominate and appoint a designee of CapGen
to JBI’s Board of Directors. The Stock Purchase is conditioned upon,
among other things, JBI’s shareholders’ approval of the Stock Purchase, JBI’s
amendment and restatement of its Articles of incorporation and Bylaws, the
closing of the Merger and the Bank Merger, and the Investors receiving all
required regulatory consents.
The
foregoing description of the Merger Agreement is not complete and is qualified
in its entirety by reference to the Merger Agreement, a copy of which is filed
as Exhibit 2.1 hereto and is hereby incorporated into this report by
reference.
STOCKHOLDERS
AGREEMENT
On May
10, 2010, Atlantic BancGroup, Inc. (“Atlantic”), each member of the Board of
Directors of Atlantic (each a “Stockholder”) and Jacksonville Bancorp, Inc.
(“JBI”) entered into a Stockholders Agreement, incident to the Merger Agreement.
Pursuant to the Stockholders Agreement, each Stockholder agrees to: (i) vote his
shares of Atlantic common stock in favor of the Merger; (ii) not exercise
appraisal rights with respect to the Merger; (iii) not transfer ownership of, or
voting rights with respect to, his shares of Atlantic common stock (except as
contemplated by the Merger Agreement); and (iv) not solicit or facilitate any
merger or similar transactions with respect to Atlantic, other than the Merger
or as required by that Stockholder’s fiduciary duties in his capacity as a
director of Atlantic. In addition, pursuant to the Stockholders Agreement,
Atlantic will not register the transfer of any shares of Atlantic common stock
owned by any Stockholder which is inconsistent with the Stockholders Agreement.
Furthermore, upon JBI’s request, Atlantic and each Stockholder agree to take
steps to inscribe a restrictive legend on each Stockholder’s Atlantic common
stock certificates.
The
foregoing description of the Stockholders Agreement is not complete and is
qualified in its entirety by reference to the Stockholders Agreement, a copy of
which is filed as Exhibit 10.1 hereto and is hereby incorporated into this
report by reference.
Item
9.01 Exhibits.
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(2)
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Exhibits
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Exhibit
No.
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Exhibit
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10.1
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Stockholders
Agreement by and among Atlantic BancGroup, Inc., Jacksonville Bancorp,
Inc. and certain Atlantic BancGroup, Inc. stockholders.
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| 2.1 | Agreement and Plan of Merger by and between Atlantic BancGroup, Inc. and Jacksonville Bancorp, Inc. |
ADDITIONAL
INFORMATION ABOUT THIS TRANSACTION
JBI will
file a Registration Statement on Form S-4, containing a Proxy Statement of
Atlantic’s, and both companies will file other relevant documents concerning the
merger with the SEC. Atlantic will mail the Proxy Statement/Prospectus to its
shareholders.
STOCKHOLDERS
ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT WHEN THEY
BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
You may
obtain copies of all documents filed with the SEC regarding this transaction,
free of charge, at the SEC’s website (www.sec.gov). In addition, you may also
obtain these documents, free of charge, from Atlantic by contacting David L.
Young, Chief Financial Officer, Atlantic BancGroup, Inc. 1315 South Third Street, Jacksonville
Beach, Florida 32250, (904) 247-9494 or from Valerie A. Kendall, Chief
Financial Officer, Jacksonville Bancorp, Inc., 100 North Laura Street,
Jacksonville, Florida 32202, (904) 421-3040.
This
current report does not constitute an offer to buy, or a solicitation to sell,
shares of any security or the solicitation of any proxies from shareholders of
Atlantic.
PARTICIPANTS
IN THIS TRANSACTION
Atlantic
and JBI and their respective directors and executive officers may be deemed
participants in the solicitation of proxies from Atlantic’s shareholders in
connection with this transaction. Information about the directors and executive
officers of Atlantic and JBI and information about the other persons who may be
deemed participants in this transaction will be included in the Proxy
Statement/Prospectus. You can find information about Atlantic’s directors and
executive officers in Atlantic’s Form 10-K filed with the SEC on April 15, 2010.
You can find information about JBI’s directors and executive officers in JBI’s
definitive proxy statement filed with the SEC on March 29, 2010. You can obtain
free copies of these documents from Atlantic or from JBI using the contact
information above.
CAUTIONARY
NOTICE REGARDING FORWARD LOOKING STATEMENTS
The
information presented above may contain “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995, including,
without limitation, (i) statements about the expected benefits of the
merger between Atlantic and JBI, including future financial and operating
results, cost savings, enhanced revenues, the expected market position of the
combined company, and the accretion or dilution to reported earnings and to cash
earnings that may be realized from the transaction; (ii) statements about
Atlantic’s and JBI’s plans, objectives, expectations and intentions and other
statements that are not historical facts, including the expected closing date of
the transactions; and (iii) other statements identified by words such as
“will,” “expect,” “may,” “believe,” “propose,” “anticipated,” and similar
words.
Forward-looking
statements, which are statements with respect to our beliefs, plans, objectives,
goals, expectations, anticipations, estimates and intentions, involve known and
unknown risks, uncertainties and other factors, which may be beyond our control,
and which may cause the actual results, performance or achievements of Atlantic
or JBI to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements. Neither
Atlantic nor JBI undertake to update any forward-looking
statements. In addition, Atlantic and JBI, through their senior
management, may from time to time make forward-looking public statements
concerning the matters described herein. Such forward-looking
statements are necessarily estimates reflecting the best judgment of such senior
management based upon current information and involve a number of risks and
uncertainties.
All
written or oral forward-looking statements attributable to Atlantic and JBI,
respectively, are expressly qualified in their entirety by this cautionary
notice, including, without limitation, those risks and uncertainties described
in Atlantic’s and JBI’s respective annual reports on Form 10-K for the year
ended December 31, 2009, and otherwise in their respective subsequent SEC
reports and filings.
Factors
that may cause actual results to differ materially from those contemplated by
such forward-looking statements include, without limitation, the following:
unexpected transaction costs, including the costs of integrating operations; the
risks that the businesses will not be integrated successfully or that such
integration may be more difficult, time-consuming or costly than expected; the
potential failure to fully or timely realize expected revenues and revenue
synergies, including as the result of revenues following the merger being lower
than expected; the risk of deposit and customer attrition; changes in deposit
mix; unexpected operating and other costs, which may differ or change from
expectations; the risks of customer and employee loss and business disruption,
including, without limitation, as the result of difficulties in maintaining
relationships with employees; increased competitive pressures and solicitations
of customers by competitors; changes in the interest rate environment reducing
interest margins; legislation or regulatory changes that adversely affect the
business in which the combined company would be engaged; as well as the
difficulties and risks inherent with entering new markets.
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.
Date: May
13, 2010
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Atlantic BancGroup,
Inc.
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(Registrant)
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By:
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/s/ Barry W.
Chandler
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Barry
W. Chandler
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Principal
Executive Officer
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