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EX-99.1 - EXHIBIT 99.1 - SOUTHERN COMMUNITY FINANCIAL CORP | v307327_ex99-1.htm |
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: March 26, 2012
Southern Community Financial Corporation
North Carolina | 000-33227 | 56-2270620 |
(State of incorporation) | (Commission File Number) | (I.R.S. Employer |
Identification No.) |
4605 Country Club Road, Winston-Salem, North Carolina 27104
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (336) 768-8500
_________________________
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 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 8.01. Other Events
On March 27, 2012, Southern Community Financial Corporation (Nasdaq: SCMF for the common stock and SCMFO for the trust preferred securities) announced the execution of a definitive agreement (the “Agreement”), with Capital Bank Financial Corp. (“CBF”), dated March 26, 2012, whereby CBF has agreed to acquire Southern Community for a combination of cash and stock and other contingent consideration.
A joint press release describing this event was issued by Southern Community and CBF on March 27, 2012. The press release is included as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
Additional Information About this Transaction
In connection with the proposed transaction, Capital Bank Financial Corp. (“CBF”) intends to file with the SEC a Registration Statement on Form S-4 that will include a proxy statement of Southern Community Financial Corporation (“SCMF”) and that also constitutes a prospectus of CBF. CBF and SCMF also plan to file other relevant documents with the SEC regarding the proposed transaction. THE SHAREHOLDERS OF SCMF ARE URGED TO READ THE PROXY STATEMENT/ OFFERING CIRCULAR AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders of SCMF will be able to obtain a free copy of the proxy statement / prospectus (when available) and the other documents filed by CBF and SCMF with the SEC at the SEC’s website at http://www.sec.gov, and filed by SCMF by accessing SCMF’s website at http://www.smallenoughtocare.com under the heading "Investor Relations" or by directing a request by telephone or mail to Southern Community Financial Corporation, 4605 Country Club Road, Winston-Salem, North Carolina 27104-3521, Attention: Corporate Secretary, (336) 768-8500.
THIS DOCUMENT DOES 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 STATE OR JURISDICTION IN WHICH SUCH AN OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE OR JURISDICTION. NO OFFERING OF SECURITIES SHALL BE MADE EXCEPT BY MEANS OF A PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED.
Participants in the Solicitation
SCMF and its directors, executive officers, certain members of management, and employees may have interests in the proposed transaction or be deemed to be participants in the solicitation of proxies of SCMF’S shareholders to approve the matters necessary to be approved to facilitate the proposed transaction. Certain information regarding the participants and their interest in the solicitation is set forth in the proxy statement for SCMF’S Annual Meeting of Shareholders filed with the SEC on April 13, 2011. Shareholders may obtain additional information regarding the interests of such participants by reading the proxy statement relating to the proposed transaction when it becomes available.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description of Exhibit | |
99.1 | Copy of joint press release dated March 27, 2012 | |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, Southern Community Financial Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Southern Community Financial Corporation | ||
By: | /s/ James Hastings | |
James Hastings Executive Vice President and Chief Financial Officer | ||
Date: March 27, 2012 |