Current Report Filing (8-k)
March 07 2018 - 5:16PM
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):
March 6, 2018
(Exact name of registrant as specified in
its charter)
Maryland
(State or Other Jurisdiction
of Incorporation)
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001-35072
(Commission
File Number)
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65-1310069
(I.R.S. Employer
Identification No.)
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4655 Salisbury Road, Suite 110, Jacksonville,
FL 32256
(Address of principal executive offices)
Registrant’s telephone number, including
area code:
(800) 342-2824
No Change
(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:
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x
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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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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 Rule 12b-2 of the Securities
Exchange Act of 1933 (§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.
¨
On March 6, 2018, Atlantic Coast Financial
Corporation (Atlantic) retained Regan & Associates, Inc. (Regan) to serve as a proxy solicitor on behalf of Atlantic, with
respect to Atlantic’s Special Meeting of Shareholders to be held on March 21, 2018 (Special Meeting). As compensation for
Regan’s services, Atlantic will pay Regan a fee of $12,000. If Atlantic’s shareholders do not approve, at the Special
Meeting, the proposal to approve the Agreement and Plan of Merger, dated November 16, 2017 (Merger Agreement), between Atlantic
and Ameris Bancorp (Ameris), pursuant to which Atlantic will merge with and into Ameris with Ameris as the surviving company subject
to the terms and conditions contained in the Merger Agreement, including the transactions provided for in the Merger Agreement,
Regan’s fee will be reduced by $6,000.
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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ATLANTIC COAST FINANCIAL
CORPORATION
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Date: March 7, 2018
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By:
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/s/ Tracy
L. Keegan
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Name:
Title:
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Tracy
L. Keegan
Executive
Vice President and
Chief Financial Officer
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