pkripper
13 years ago
A/S going to 5 BBBBBillion,
http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=7536068
A Special Meeting of Shareholders (the “Special Meeting”) of TIB Financial Corp. (the “Company”) will be held at [?], on [?],
December [?], 2010, at [?] for the purpose of acting upon the following matters:
The Board of Directors of the Company (the “Board of Directors”) has set October 1, 2010 as the record date for the Special
Meeting. Only shareholders of record at the close of business on the record date will be entitled to notice of and to vote at the Special Meeting.
Important Notice regarding the availability of proxy materials for the special meeting of shareholders to be held on December
[?] , 2010.
A copy of this proxy statement, as well as TIB Financial Corp.’s Proxy Statement for the 2010 Annual Meeting of Shareholders and
Annual Report on Form 10-K, are also available to shareholders via the Internet at [?].
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE FOREGOING PROPOSALS.
YOUR VOTE IS IMPORTANT. EACH SHAREHOLDER IS URGED TO VOTE PROMPTLY BY TELEPHONE,
INTERNET OR BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD. IF A SHAREHOLDER DECIDES TO
ATTEND THE MEETING, HE OR SHE MAY REVOKE THE PROXY AND VOTE THE SHARES IN PERSON.
1. To approve an amendment to our Restated Articles of Incorporation to increase the number of authorized shares of the Company’s
common stock from 750,000,000 to 5,000,000,000 shares (the “Authorized Share Increase”).
2. To approve an amendment to our Restated Articles of Incorporation to effect a reverse stock split of our common stock at a ratio
between 1:10 to 1:100 to be determined by our Board of Directors, including reducing the number of authorized shares of our
common stock by the reverse split ratio, at an effective date to be determined by our Board of Directors (the “Reverse Stock
Split”).
3. To approve an amendment to our Restated Articles of Incorporation to authorize shareholders to act by written consent (the
“Written Consent Authorization”).
The NAFH Transaction
On June 29, 2010, the Company entered into an Investment Agreement (the “Investment Agreement”) with TIB Bank, a subsidiary of
the Company (“TIB Bank”), and North American Financial Holdings, Inc. (“NAFH”), pursuant to which the Company sold to NAFH (i)
700,000,000 shares of the Company’s common stock (the “Common Stock”) at $0.15 per share, (ii) 70,000 shares of mandatorily convertible
participating voting preferred stock (the “Preferred Stock”) for $1,000 per share and (iii) a warrant representing the right to purchase, during the
18-month period following the closing of the Share Purchase (as defined herein), up to 1,166,666,667 shares of Common Stock at $0.15 per
share (or up to 175,000 shares of Preferred Stock for $1,000.00 per share) (the “Warrant”). Following receipt of shareholder approval of the
Authorized Share Increase, the Preferred Stock issued at the closing will mandatorily convert into a number of shares of Common Stock equal to
the $70,000,000 purchase price divided by $0.15 per share, or 466,666,666 shares of Common Stock, subject to antidilution adjustments. The
sale of the Company Common Stock and Preferred Stock is referred to as the “Share Purchase.”
pkripper
15 years ago
TIB FINANCIAL CORP.
August 31, 2009
Dear Shareholder:
It is a pleasure to invite you to attend a Special Meeting of Shareholders of TIB Financial Corp. The meeting will be held at the Key Largo Marriott Bay Resort, Marriott Convention Center, located at 103800 Overseas Highway, Key Largo, Florida 33037, on Wednesday, September 23, 2009, at 10:00 a.m. local time.
At the meeting, you will be asked to consider and vote upon an amendment to the Company’s Restated Articles of Incorporation to increase the number of authorized shares of the Company’s common stock from 40,000,000 to 100,000,000 shares. The principal purposes of increasing the authorized shares of common stock are to ensure that we have sufficient authorized and unissued shares available to complete our proposed public offering of common stock and provide additional authorized and unissued shares for future purposes. You will also be asked to consider and vote upon a proposal to adjourn the meeting for up to 120 days to allow for the solicitation of additional proxies if there are insufficient shares voted at the meeting to approve the amendment. In addition, shareholders will consider and vote upon such other or further business as may properly come before the Special Meeting and any adjournment or postponement thereof.
Your vote is important regardless of how many shares of stock you own. If you hold stock in more than one account or name, you will receive a proxy card for each. Regardless of whether you plan to attend, please follow the instructions on the enclosed proxy card and vote your shares by telephone, Internet or by dating, signing and returning the enclosed proxy card(s) as soon as possible. Each card represents a separate number of votes. Postage paid envelopes are provided for your convenience. This will not prevent you from voting at the meeting, but will assure that your vote is counted if you are unable to attend. If you hold your shares in the name of a bank or broker, the availability of telephone and Internet voting will depend on the voting process of the applicable bank or broker. Therefore, we recommend that you follow the voting instructions on the form you receive.
The directors, management and staff thank you for your continued support and interest in TIB Financial Corp.
Very truly yours,
Richard C. Bricker, Jr. Thomas J. Longe
Chairman Vice Chairman, Chief Executive Officer and
President