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EX-99.1 - EXHIBIT 99.1 - Carolina Trust BancShares, Inc. | s002411x6_ex99-1.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): October 26, 2018
Carolina Trust BancShares, Inc.
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(Exact Name of Registrant as Specified in Charter)
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North Carolina
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000-55683
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81-2019652
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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901 East Main Street, Lincolnton, North Carolina
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28092
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (704) 735-1104
Not Applicable
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(Former name or former address, if changed since last report)
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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:
☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 30.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
Rule12b-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. ☐
Item 2.02 – Results of Operations and Financial Condition.
On October 26, 2018, Carolina Trust BancShares, Inc. (the “Registrant”) issued a news release to announce its financial results for the three and nine months
ended September 30, 2018. The news release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The news release includes disclosure of adjusted net income, pre-tax pre-provision income, tangible common equity, and tangible book value per share, which
are non-GAAP (Generally Accepted Accounting Principles) measures. Management believes that it is useful to present this data because it provides information that is helpful to investors.
The Registrant cautions that non-GAAP financial measures should be considered in addition to, but not as a substitute for, the reported GAAP results. A
reconciliation between the non-GAAP financial measures presented and the most directly comparable financial measures calculated in accordance with GAAP is included in the news release and financial summary attached hereto as Exhibit 99.1.
This information contained in Item 2.02 of this Current Report shall not be deemed “filed” for purposes of section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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Press Release issued on October 26, 2018
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2
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
thereunto duly authorized.
Carolina Trust BancShares, Inc.
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October 31, 2018
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By:
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/s/ Edwin E. Laws
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Edwin E. Laws
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Executive Vice President and Chief Financial Officer
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