Attached files
| file | filename |
|---|---|
| EX-2.2 - AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER - CenterState Bank Corp | d616048dex22.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) October 22, 2013
CENTERSTATE BANKS, INC.
(Exact name of registrant as specified in its charter)
| Florida | 000-32017 | 59-3606741 | ||
| (State or other jurisdiction | (Commission | (IRS employer | ||
| of incorporation) | file number) | identification no.) |
| 42745 U.S. Highway 27, Davenport, FL | 33837 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (863) 419-7750
Not Applicable
(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 Instruction A.2. below):
| ¨ | 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 1.01. | Entry Into a Material Definitive Agreement |
On October 22, 2013, CenterState Banks, Inc. (“CenterState”) and Gulfstream Bancshares, Inc. (“Gulfstream”) amended (“Amendment No. 2”) the Agreement and Plan of Merger dated July 29, 2013 by and between CenterState and Gulfstream. Amendment No. 2 provides for changes in certain lending oversight parameters by CenterState, level of detailed loan and deposit customer data information to be provided by one party to the other, and elimination of the mutual board of directors observer rights.
Statements made in this Form 8-K, other than those concerning historical financial information, may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties. These forward-looking statements include, without limitation, statements regarding the Company’s expectations concerning its financial condition, operating results, cash flows, liquidity and capital resources, including the effects of the GS acquisition and the final determination of the assets and liabilities acquired and their respective valuations. A discussion of risks, uncertainties and other factors that could cause actual results to differ materially from management’s expectations is set forth under the captions “Business - Note about Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
| Item 9.01. | Exhibits. |
| (d) | Exhibits |
Exhibit 2.2 Amendment No. 2 dated as of October 22, 2013 to the Agreement and Plan of Merger by and between CenterState Banks, Inc. and Gulfstream Bancshares, Inc. dated as of July 29, 2013.
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SIGNATURE
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.
| CENTERSTATE BANKS, INC. | ||
| By: | /s/ James J. Antal | |
| James J. Antal | ||
| Senior Vice President and Chief Financial Officer | ||
Date: October 24, 2013
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