- Filing of certain prospectuses and communications in connection with business combination transactions (425)
29 7월 2011 - 6:08AM
Edgar (US Regulatory)
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): July 28, 2011
Park Sterling
Corporation
(Exact name of registrant as
specified in its charter)
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North Carolina
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001-35032
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27-4107242
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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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1043 E. Morehead Street,
Suite 201, Charlotte, NC
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28204
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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) 716-2134
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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:
þ
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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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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Item 7.01. Regulation FD
Disclosure.
On August 2, 2011, James C.
Cherry, Chief Executive Officer, David L. Gaines, Chief Financial Officer, and
Nancy J. Foster, Chief Risk Officer of Park Sterling Corporation (the
“Registrant”) will participate in the KBW 12
th
Annual Community Bank
Investor Conference in New York City. A copy of the slide package prepared for
use by executive management for this presentation is furnished as
Exhibit 99.1 to this report. The information in the presentation is
presented as of the date hereof, and the Registrant does not assume any
obligation to update such information in the future. Exhibit 99.1 shall
not be deemed “filed” for purposes of Section 18 of the
Exchange Act nor shall it be deemed incorporated by reference in filings under
the Securities Act.
Item 8.01. Other Events.
For the purposes of Rule 425 of
the Securities Act, the information contained in the press release and the
slide package furnished herewith as Exhibit 99.1 and Exhibit 99.2,
respectively, relating solely to the proposed merger between Park Sterling and
Community Capital Corporation (“Community Capital”) is being filed
under this Item 8.01.
Additional Information About the
Merger and Where To Find It
In connection with the proposed merger
between Park Sterling and Community Capital, Park Sterling has filed with the
Securities and Exchange Commission (the “SEC”) a Registration
Statement on Form S-4 that includes a preliminary Proxy Statement of Community
Capital that also constitutes a Prospectus of Park Sterling, as well as other
relevant documents concerning the proposed transaction. Once the Registration
Statement is declared effective by the SEC, Community Capital will mail a
definitive Proxy Statement/Prospectus to its shareholders.
Shareholders are
strongly urged to read the Registration Statement including the preliminary
Proxy Statement/Prospectus regarding the proposed merger filed and other
relevant documents that will be filed with the SEC, as well as any amendments
or supplements to those documents (including the definitive Proxy
Statement/Prospectus) as they become available, because they will contain
important information regarding the proposed merger.
A free copy of the Proxy
Statement/Prospectus, as well as other filings containing information about
Park Sterling and Community Capital, may be obtained after their filing at the
SEC’s Internet site (http://www.sec.gov). In addition, free copies of
documents filed with the SEC may be obtained on the respective websites of Park
Sterling and Community Capital at www.parksterlingbank.com and
www.capitalbanksc.com
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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 Park Sterling or Community
Capital.
Participants in Solicitation
Park Sterling and Community Capital and
their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from Community Capital’s
shareholders in connection with the proposed merger. Information about the
directors and executive officers of Park Sterling and Community Capital and
information about other persons who may be deemed participants in this
solicitation will be included in the Proxy Statement/Prospectus. Information
about Park Sterling’s executive officers and directors can be found in
Park Sterling’s definitive proxy statement in connection with its 2011
Annual Meeting of Shareholders filed with the SEC on April 12, 2011.
Information about Community Capital’s executive officers and directors
can be found in Community Capital’s Amendment No. 1 to its Annual
Report on Form 10-K/A filed with the SEC on April 26, 2011.
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Item 9.01. Financial Statements
and Exhibits.
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Exhibit No.
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Exhibit Description
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99.1
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Slide Package prepared for use in connection
with the presentation at the KBW 12
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Annual Community Bank
Investor Conference on August 2, 2011.
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SIGNATURE
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 28, 2011
PARK STERLING
CORPORATION
By:
/s/ David L.
Gaines
David L. Gaines
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Exhibit Description
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99.1
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Slide Package prepared for use in connection
with the presentation at the KBW 12
th
Annual Community Bank
Investor Conference on August 2, 2011.
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Community Capital (NASDAQ:CPBK)
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Community Capital (NASDAQ:CPBK)
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