Attached files
| file | filename |
|---|---|
| EX-3.1 - ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES - PALMETTO BANCSHARES INC | dex31.htm |
| EX-99.1 - NEWS RELEASE - PALMETTO BANCSHARES INC | dex991.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): June 27, 2011
Palmetto Bancshares, Inc.
(Exact name of registrant as specified in its charter)
| South Carolina | 0-26016 | 74-2235055 | ||
| State or other jurisdiction of incorporation |
Commission File Number |
IRS Employer I.D. number |
| 306 East North Street, Greenville, South Carolina | 29601 | |||
| Address of principal executive offices | Zip Code | |||
800.725.2265
Registrant’s telephone number
N/A
(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)) |
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 27, 2011, Palmetto Bancshares, Inc. (the “Company”) filed with the Secretary of State of South Carolina Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation, which effected a reverse stock split of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a ratio of one-for-four, effective 11:59 p.m., Eastern Standard time, on June 28, 2011. The number of authorized shares of Common Stock was correspondingly adjusted from 75,000,000 shares to 18,750,000 shares. A copy of the Articles of Amendment is included as Exhibit 3.1 to this report and is incorporated by reference herein.
As a result of the reverse stock split, every four shares of the Company’s Common Stock issued and outstanding immediately prior to the effective time will be combined and reclassified into one share of Common Stock. The Company will not issue fractional shares of Common Stock. Fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share.
In connection with the filing of Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation, which effected the reverse stock split, the Company issued a news release dated June 27, 2011. A copy of the news release is attached hereto as Exhibit 99.1.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Item Number | Exhibit | |
| 3.1 | Articles of Amendment to the Amended and Restated Articles of Incorporation of Palmetto Bancshares, Inc. | |
| 99.1 | News release dated June 27, 2011. | |
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.
| PALMETTO BANCSHARES, INC. |
| By: |
| /s/ Roy D. Jones |
| Roy D. Jones |
| Chief Financial Officer |
Date: June 27, 2011
INDEX TO EXHIBITS
| Item Number | Exhibit | |
| 3.1 | Articles of Amendment to the Amended and Restated Articles of Incorporation of Palmetto Bancshares, Inc. | |
| 99.1 | News release dated June 27, 2011. | |