Attached files
| file | filename |
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| EX-2.1 - JACKSONVILLE BANCORP INC /FL/ | v184516_ex2-1.htm |
| EX-10.2 - JACKSONVILLE BANCORP INC /FL/ | v184516_ex10-2.htm |
| EX-10.3 - JACKSONVILLE BANCORP INC /FL/ | v184516_ex10-3.htm |
| EX-10.1 - JACKSONVILLE BANCORP INC /FL/ | v184516_ex10-1.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 (Date of earliest
event reported): May 10, 2010
JACKSONVILLE
BANCORP, INC.
(Exact
name of registrant as specified in its charter)
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Florida
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000-30248
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59-3472981
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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100
North Laura Street, Suite 1000
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Jacksonville,
FL
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32202
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(Address
of principal executive offices)
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(Zip
Code)
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(904)
421-3040
(Registrant’s
telephone number, including area code)
(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):
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þ
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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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Item
1.01
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Entry
into a Material Definitive
Agreement
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Merger Agreement
On May
10, 2010, Jacksonville Bancorp, Inc. (the “Company”), the bank holding company
for The Jacksonville Bank, and Atlantic BancGroup, Inc. (“ATBC”), the bank
holding company for Oceanside Bank, entered into an Agreement and Plan of Merger
(the “Merger Agreement”), pursuant to which, subject to the terms and conditions
contained therein, ATBC will merge with and into the Company (the “Merger”),
with the Company remaining as the surviving entity. The Merger
Agreement also contemplates the merger of Oceanside Bank with and into The
Jacksonville Bank (the “Bank Merger”) immediately following the
Merger. The Merger Agreement was unanimously approved by the boards
of directors of each of the Company and ATBC. Before their entry into
the Merger Agreement, no material relationship existed between the Company and
ATBC.
Under the
terms of the Merger Agreement, ATBC shareholders will receive, for each share of
ATBC common stock held on the record date, 0.2 shares of the Company’s common
stock (the “Common Stock”). The proposed consideration will consist
of approximately 249,503 shares of Common Stock (collectively, the “Merger
Shares”). Additionally, ATBC shareholders are entitled to receive
cash of up to approximately $0.65 for each share of ATBC common stock held,
subject to the qualifying sale of certain ATBC assets. Under the
Merger Agreement, one member of ATBC’s board of directors, anticipated to be
Donald F. Glisson, Jr., will be appointed to the Company’s board of
directors.
The
Merger is conditioned upon (i) approval by the Federal Reserve Board, the
Florida Office of Financial Regulation and the ATBC shareholders, (ii) the
effectiveness of a registration statement registering the Merger Shares and
approval of the Merger Shares for listing on the Nasdaq Global Market, (iii)
certain minimum net worth, deposit and loan portfolio requirements of ATBC and
certain net worth requirements of the Company, (iv) the conditions described
below and (v) other customary closing conditions. Certain of the
conditions to closing the Merger relate to the Stock Purchase (defined below),
including (i) approval of the Stock Purchase by the Company’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.
The
Merger Agreement may be terminated by either the Company or ATBC under certain
circumstances, including if the Merger has not closed by December 31,
2010. If the Merger Agreement is terminated under particular
circumstances set forth in the Merger Agreement, ATBC will be required to pay to
the Company, or the Company will be required to pay to ATBC, a termination fee
in the amount of $300,000.
Stockholders
Agreement
The
Company entered also into a stockholders agreement (the “Stockholders
Agreement”) on May 10, 2010 with ATBC and the directors of ATBC, in the
directors’ capacity as shareholders of ATBC, pursuant to which (among other
things) the directors of ATBC agreed not to sell their shares of ATBC common
stock and to vote them in favor of the Merger.
2
Stock
Purchase Agreement
In
connection with the proposed Merger and also on May 10, 2010, the Company
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 million shares of Common Stock to be issued by the Company at
a cash purchase price of $10.00 per share (the “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 Common Stock and the Company has agreed
to nominate and appoint a designee of CapGen to the Company’s board of
directors, currently anticipated to be John Sullivan. The Stock
Purchase is conditioned upon, among other things, the Company’s shareholders’
approval of the Stock Purchase, the Company’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 Stock Purchase Agreement may be terminated by the
Company or an Investor under certain circumstances, including that an Investor
may terminate with respect to its investment if the closing of the Stock
Purchase has not occurred by December 31, 2010. If the Stock Purchase
Agreement is terminated, CapGen may be entitled to a termination fee of
$500,000.
Under the
Stock Purchase Agreement, the Investors have preemptive rights with respect to
public or private offerings of the Company’s common stock (or rights to
purchase, or securities convertible into or exercisable for, common stock)
during a 24-month period after the closing of the Stock Purchase to enable the
Investors to maintain their percentage interests of the Company’s common stock
beneficially owned. Also under the Stock Purchase Agreement, the
Company has agreed to conduct its business in the usual and ordinary course and
is prohibited from taking certain actions without the prior written consent of
CapGen, including, among others, (i) issuing additional shares of capital stock
(with certain exceptions), (ii) making any material change in accounting methods
or systems of internal controls, (iii) participating in certain related party
transactions, (iv) changing its lending or other material banking policies, and
(v) making or committing to make any capital expenditures in excess of $100,00
without prior approval from the Company’s board of directors.
Prior to
entering into the Merger Agreement and the Stock Purchase Agreement, the
Company’s board of directors obtained a fairness opinion from Wunderlich
Securities indicating that the consideration to be received by the Company in
the Stock Purchase, and the consideration to be paid by the Company in the
acquisition of ATBC pursuant to the Merger Agreement, is fair to the Company
from a financial point of view.
Registration
Rights Agreement
On the
same date and in connection with the Stock Purchase, the Company entered into a
Registration Rights Agreement (the “Registration Rights Agreement”) with the
Investors pursuant to which the Company is obligated to use its reasonable best
efforts to file a registration statement covering the resale of the Common Stock
issued to the Investors in the Stock Purchase by the earlier of (i) 30 days
following the closing of the Stock Purchase, and (ii) two business days
following the Company’s filing of audited or pro forma financial statements with
the Securities and Exchange Commission (the “SEC”) to reflect the Merger, if
required. The Registration Rights Agreement also provides
Investors with demand registration rights and piggyback registration rights
under certain circumstances.
Under the
Registration Rights Agreement, the registration statement must generally be
declared effective by the earlier of (i) 60 days following the filing date (or
120 days in the event the registration statement is reviewed by the SEC or
additional financial statements reflecting the acquisition of ATBC are required
or requested by the SEC), and (ii) five business days after the Company is
notified that the registration statement will not be reviewed or will not be
subject to further review. In the event the registration
statement is not filed by the filing deadline provided in the Registration
Rights Agreement, or declared effective by the effectiveness deadline, subject
to certain other conditions, the Company will be liable to the Investors for
liquidated damages in the amount of 1% of the purchase price paid for any Common
Stock held on such day, as more specifically provided in the Registration Rights
Agreement.
3
The
foregoing descriptions of the Merger Agreement, the Stockholders Agreement, the
Stock Purchase Agreement and the Registration Rights Agreement do not purport to
be complete, and are qualified in their entirety by reference to such
agreements, which are filed as Exhibits 2.1, 10.1, 10.2 and 10.3 hereto,
respectively, and are incorporated herein by reference.
Important
Information
This
document may be deemed to be solicitation material in respect of the proposed
transactions. In
connection with the proposed transactions, the Company will file with the SEC a
registration statement on Form S-4 and a separate proxy statement. Shareholders of ATBC are encouraged
to read the registration statement, the proxy statement/prospectus that will be
a part of the registration statement and any other relevant documents filed with
the SEC because they will contain important information about the proposed
transactions. Shareholders of the Company are encouraged to
read the proxy statement and any other relevant documents filed with the SEC
because they will contain important information about the proposed
transactions. The final proxy statement/prospectus will be mailed to
shareholders of ATBC and a separate proxy statement will be mailed to
shareholders of the Company. Investors and security holders will be
able to obtain copies of the documents free of charge at the SEC’s website,
www.sec.gov. In addition, the documents may also be obtained, free of
charge, from the Company by contacting Valerie A. Kendall, Chief Financial
Officer, Jacksonville Bancorp, Inc., 100 North Laura Street, Suite 1000,
Jacksonville, Florida 32202, or from ATBC by contacting David L. Young, Chief
Financial Officer, Atlantic BancGroup, Inc., 1315 South Third Street,
Jacksonville Beach, Florida 32250.
This
report does not constitute an offer to buy, or a solicitation to sell, shares of
any security or the solicitation of any proxies from the shareholders of the
Company or ATBC.
The
Company, ATBC and their respective directors and executive officers may be
deemed to participate in the solicitation of proxies in respect of the proposed
transactions. Information regarding the Company’s directors and executive
officers is available in the Company’s proxy statement for its 2010 annual
meeting of shareholders, which was filed with the SEC on March 29,
2010. Information regarding ATBC’s directors and executive officers
is available in its annual report on Form 10-K, as filed with the
SEC.
Additional
information regarding the interests of those participants and other persons who
may be deemed participants in the proxy solicitation may be obtained by reading
the proxy statement/prospectus and separate proxy statement regarding the
proposed transactions when they become available. Shareholders of the Company
and ATBC may obtain free copies of these documents as described
above.
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Item 3.02
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Unregistered
Sales of Equity Securities.
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The information regarding the Stock
Purchase set forth under Item 1.01 is incorporated by reference into this
Item 3.02. The issuance of securities pursuant to the Stock Purchase is a
private placement to “accredited investors” (as that term is defined under Rule
501 of Regulation D), and is exempt from registration under the Securities Act
of 1933, as amended (“Securities Act”), in reliance upon Section 4(2) of the
Securities Act, as a transaction by an issuer not involving a public
offering.
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Item
8.01
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Other
Events.
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On May
10, 2010, the Company announced that it had entered into the Merger Agreement
and the Stock Purchase Agreement by press release, a copy of which is filed as
Exhibit 99.1 hereto.
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 the Company and ATBC, 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 the Company’s
and ATBC’s plans, objectives, expectations and intentions and other statements
that are not historical facts; 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 the
Company or ATBC to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements. Neither
the Company nor ATBC undertake to update any forward-looking statements. In
addition, the Company and ATBC, 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 the Company and ATBC,
respectively, are expressly qualified in their entirety by this cautionary
notice, including, without limitation, those risks and uncertainties described
in the Company’s and ATBC’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.
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Item
9.01
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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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2.1
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Agreement
and Plan of Merger by and between Jacksonville Bancorp, Inc. and Atlantic
BancGroup, Inc. dated as of May 10, 2010. (1)
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10.1
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Stockholders
Agreement by and among Jacksonville Bancorp, Inc., Atlantic BancGroup,
Inc. and each of the directors of Atlantic BancGroup, Inc. dated as of May
10, 2010.
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10.2
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Stock
Purchase Agreement by and among Jacksonville Bancorp, Inc. and the
investors named therein dated as of May 10, 2010.
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10.3
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Registration
Rights Agreement by and among Jacksonville Bancorp, Inc. and the investors
named therein dated as of May 10, 2010.
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99.1
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Press
released dated May 10, 2010 issued by Jacksonville Bancorp,
Inc. (incorporated herein by reference to Exhibit 99.1 to the
Company’s Current Report on Form 8-K, filed on May 10, 2010, File No.
000-30248).
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(1)
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The
schedules to the Merger Agreement have been omitted from this filing
pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish
copies of any such schedules to the SEC upon
request.
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6
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.
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JACKSONVILLE
BANCORP, INC.
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By:
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/s/ Valerie A. Kendall
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Name:
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Valerie
A. Kendall
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Title:
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Executive
Vice President and Chief Financial Officer
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Date:
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May
14, 2010
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7
Exhibit
Index
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Exhibit
No.
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Exhibit
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2.1
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Agreement
and Plan of Merger by and between Jacksonville Bancorp, Inc. and Atlantic
BancGroup, Inc. dated as of May 10, 2010. (1)
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10.1
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Stockholders
Agreement by and among Jacksonville Bancorp, Inc., Atlantic BancGroup,
Inc. and each of the directors of Atlantic BancGroup, Inc. dated as of May
10, 2010.
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10.2
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Stock
Purchase Agreement by and among Jacksonville Bancorp, Inc. and the
investors named therein dated as of May 10, 2010.
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10.3
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Registration
Rights Agreement by and among Jacksonville Bancorp, Inc. and the investors
named therein dated as of May 10, 2010.
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99.1
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Press
released dated May 10, 2010 issued by Jacksonville Bancorp,
Inc. (incorporated herein by reference to Exhibit 99.1 to the
Company’s Current Report on Form 8-K, filed on May 10, 2010, File No.
000-30248).
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(1)
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The
schedules to the Merger Agreement have been omitted from this filing
pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish
copies of any such schedules to the SEC upon
request.
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8