Attached files

file filename
EX-99.1 - CAROLINA FINANCIAL CORPe00360_ex99-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 13, 2016

 

 

CAROLINA FINANCIAL CORPORATION

(Exact Name of Registrant As Specified in Its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

000-19029 57-1039637
(Commission File Number) (I.R.S. Employer Identification No.)

 

 

288 Meeting Street, Charleston, South Carolina 29401
(Address of Principal Executive Offices) (Zip Code)

 

 

(843) 723-7700

(Registrant’s Telephone Number, Including Area Code)

 

 

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):

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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 June 13, 2016, Carolina Financial Corporation (the “Company”) issued a new release announcing the completion of its previously announced merger with Congaree Bancshares, Inc.

 

Additional Information About the Congaree Acquisition and Where to Find It

 

Carolina Financial has filed relevant documents concerning the Congaree acquisition with the SEC, including a registration statement on Form S-4 which includes a proxy statement/prospectus. Shareholders of Congaree can obtain a free copy of the proxy statement/prospectus, as well as other filings by Carolina Financial, at the SEC’s internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that are incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Carolina Financial Corporation, 288 Meeting Street, Charleston, SC 29401, Attention: William A. Gehman, III, Executive Vice President and Chief Financial Officer.

 

SHAREHOLDERS OF CONGAREE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC REGARDING THE TRANSACTION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

 

Item 9.01.       Financial Statements and Exhibits.

 

(d)      Exhibits

 

Exhibit
  Number  
Description
99.1 News Release dated June 13, 2016

 

 

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.

 

 

  CAROLINA FINANCIAL CORPORATION,
  Registrant
       
  By: /s/ William A. Gehman, III  
  Name: William A. Gehman, III  
  Title: Chief Financial Officer  

 

Dated: June 13, 2016