- Current report filing (8-K)
June 11 2010 - 3:18PM
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):
June 8, 2010
ATLANTIC SOUTHERN FINANCIAL GROUP, INC.
(Exact name of
Registrant as Specified in Charter)
Georgia
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000-51112
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20-2118147
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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
No.)
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1701 Bass
Road, Macon, Georgia 31210
(Address of Principal Executive Offices)
(478)
476-2170
Registrants
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:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
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 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 11, 2010 Atlantic Southern Financial Group, Inc. (the
Company) filed with the Secretary of State of Georgia Articles of Amendment
to the Companys Articles of Incorporation, which increased the number of authorized common stock, no par
value per share, from ten million (10,000,000) shares to one hundred ten
million (110,000,000) shares. The
amendment was approved by the Companys board of directors on March 18,
2010, and approved by the Companys shareholders at the annual meeting of
shareholders held on June 8, 2010 in accordance with O.C.G.A. 14-2-1003.
A copy of the Articles of Amendment to the Articles of Incorporation of
the Company is included as an exhibit to this report on Form 8-K and is
incorporated by reference into this Item No. 5.03.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
The
annual meeting of shareholders of the Company was held on June 8, 2010
(the Annual Meeting). Proxies for the
Annual Meeting were solicited pursuant to Section 14(a) of the
Securities Exchange Act of 1934, as amended.
The matters listed below were submitted to a vote of the Companys
shareholders and the final voting results were as follows:
The
following nominees were elected as Class II directors for a three-year
term expiring in 2013:
Name
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For
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Withheld
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Abstentions
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Broker
Non-
Votes
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Tyler J. Rauls, Jr.
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1,739,380
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68,785
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1,248,071
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Mark A. Stevens
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1,749,759
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58,406
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1,248,071
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The
amendment to the Articles of Incorporation of the Company to increase the
number of authorized shares of common stock from 10 million to 110 million was
approved by the vote set forth below:
For
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Against
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Abstentions
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Broker
Non-Votes
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2,579,847
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435,202
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41,187
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The
appointment of Porter Keadle Moore, LLP, as the Companys independent
registered public accounting firm for the year ending December 31, 2010
was ratified by the vote set forth below:
For
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Against
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Abstentions
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Broker
Non-Votes
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2,974,293
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65,973
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15,970
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2
The
authorization of management to adjourn, postpone or continue the Annual Meeting
to another time and date was granted by the vote set forth below:
For
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Against
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Abstentions
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Broker
Non-Votes
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2,621,225
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410,804
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24,207
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Item
9.01
Financial Statements
and Exhibits
Exhibit 3.1 Articles of Amendment to the
Articles of Incorporation of Atlantic Southern Financial Group, Inc.
3
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
SOUTHERN FINANCIAL GROUP, INC.
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DATE:
June 11, 2010
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By:
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/s/ Carol W.
Soto
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Carol W. Soto
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Secretary and
Chief Financial Officer
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4
EXHIBIT INDEX
Exhibit Number
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3.1
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Articles of
Amendment to the Articles of Incorporation of Atlantic Southern Financial Group, Inc.
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5
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