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 30, 2010
ATLANTIC
BANCGROUP, INC.
(Exact
name of registrant as specified in its charter)
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Florida
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001-15061
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59-3543956
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(State
or other jurisdiction
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Commission
File Number
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(I.R.S.
Employer
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Of
incorporation)
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Identification
No.)
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1315
South Third Street
Jacksonville Beach, Florida
32250
(address
of principal executive offices)
Registrant’s
telephone number: (904) 247-9494
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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 (see General Instructions A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
x
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
7.01 Regulation FD Disclosure.
Item
8.01 Other Events.
On May
10, 2010, Atlantic BancGroup, Inc. (“Atlantic”) and Jacksonville Bancorp, Inc.
(“JBI”) entered into an Agreement and Plan of Merger (“Merger Agreement”).
Pursuant to the Agreement, if Oceanside Bank (a wholly-owned subsidiary of
Atlantic) sold certain assets prior to the effective time of the merger of
Atlantic and JBI, the proceeds from such sale are to be distributed on a pro
rata basis to Atlantic’s shareholders as part of the merger
consideration.
On June
30, 2010, Oceanside Bank sold such assets to an unaffiliated third party in
exchange for $700,000 in cash. Based on 1,247,516 shares of Atlantic common
stock presently outstanding, Atlantic estimates the per share distribution from
the sale will be $0.56112.
ADDITIONAL
INFORMATION ABOUT THIS TRANSACTION
JBI will
file a Registration Statement on Form S-4, containing a Proxy Statement of
Atlantic’s, and both companies will file other relevant documents concerning the
merger with the SEC. Atlantic will mail the Proxy Statement/Prospectus to its
shareholders.
STOCKHOLDERS
ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT WHEN THEY
BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
You may
obtain copies of all documents filed with the SEC regarding this transaction,
free of charge, at the SEC’s website (www.sec.gov). In addition, you may also
obtain these documents, free of charge, from Atlantic by contacting David L.
Young, Chief Financial Officer, Atlantic BancGroup, Inc. 1315 South Third
Street, Jacksonville Beach, Florida 32250, (904) 247-9494 or from Valerie A.
Kendall, Chief Financial Officer, Jacksonville Bancorp, Inc., 100 North Laura
Street, Jacksonville, Florida 32202, (904) 421-3040.
This
current report does not constitute an offer to buy, or a solicitation to sell,
shares of any security or the solicitation of any proxies from shareholders of
Atlantic.
PARTICIPANTS
IN THIS TRANSACTION
Atlantic
and JBI and their respective directors and executive officers may be deemed
participants in the solicitation of proxies from Atlantic’s shareholders in
connection with this transaction. Information about the directors and executive
officers of Atlantic and JBI and information about the other persons who may be
deemed participants in this transaction will be included in the Proxy
Statement/Prospectus. You can find information about Atlantic’s directors and
executive officers in Atlantic’s Form 10-K filed with the SEC on April 15, 2010.
You can find information about JBI’s directors and executive officers in JBI’s
definitive proxy statement filed with the SEC on March 29, 2010. You can obtain
free copies of these documents from Atlantic or from JBI using the contact
information above.
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 Atlantic and JBI, 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 Atlantic’s and
JBI’s plans, objectives, expectations and intentions and other statements that
are not historical facts, including the expected closing date of the
transactions; 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 Atlantic
or JBI to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements. Neither
Atlantic nor JBI undertake to update any forward-looking
statements. In addition, Atlantic and JBI, 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 Atlantic and JBI,
respectively, are expressly qualified in their entirety by this cautionary
notice, including, without limitation, those risks and uncertainties described
in Atlantic’s and JBI’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.
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.
Date:
July 7, 2010
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Atlantic BancGroup, Inc.
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(Registrant)
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By:
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/s/ Barry W. Chandler
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Barry
W. Chandler
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Principal
Executive Officer
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Atlantic Bancgrp. (MM) (NASDAQ:ATBC)
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