- Current report filing (8-K)
July 31 2009 - 12:55PM
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 31, 2009
ATLANTIC
SOUTHERN FINANCIAL GROUP, INC.
(Exact name of
Registrant as Specified in Charter)
Georgia
(State or Other
Jurisdiction
of Incorporation)
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000-51112
(Commission
File Number)
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20-2118147
(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 2.02
Results of Operations and Financial Condition
On July 31, 2009, Atlantic Southern
Financial Group, Inc. (the Company), the bank holding company for
Atlantic Southern Bank (the Bank), announced its earnings for the quarter
ended June 30, 2009. A copy of the
amendment is furnished as Exhibit 99.1.
The presentation of the Companys financial
results included operating performance measures, which are measures of
performance determined by methods other than in accordance with generally
accepted accounting principles, or GAAP. Management included non-GAAP operating
performance measures because it believes it is useful for evaluating the
Companys operations and performance over periods of time, and uses operating
performance measures in managing and evaluating the Companys business and
intends to use it in discussions about the Companys operations and
performance. Operating performance measures for the second quarter of 2009
exclude the effects of a $19.5 million non-cash goodwill impairment charge
because management feels that this expense item is non-recurring in nature and
does not reflect overall trends in the Companys earnings. Management believes
these non-GAAP performance measures may provide users of the Companys
financial information with a meaningful measure for assessing the Companys
financial results and comparing those financial results to prior periods.
Operating performance measures should be
viewed in addition to, and not as an alternative or substitute for, the Companys
performance measures determined in accordance with GAAP, and are not
necessarily comparable to non-GAAP performance measures that may be presented
by other companies.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 31, 2009, the Company announced
that Edward P. Loomis, Jr., who was then serving as Executive Vice
President and Chief Operating Officer of the Bank, was appointed President and
Chief Executive Officer of the Bank.
Mark A. Stevens, who was then serving as President and Chief Executive
Officer of the Company and the Bank, will remain President and Chief Executive
Officer of the Company. The appointment
became effective as of July 31, 2009.
In his new position, Mr. Loomis annual
base salary will be $200,000, and he continues to be eligible for the Banks
executive bonus program and other benefits.
Mr. Stevens executive compensation will remain unchanged. Messrs. Stevens and Loomis will also
remain eligible to participate in the Banks broad-based employee benefit
plans, such as medical, dental, disability and term life insurance programs.
A copy of the press release announcing the
new appointments is attached as Exhibit 99.1 to this report and is
incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits
Exhibit 99.1 Press release dated July 31, 2009.
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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:
July 31, 2009
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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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EXHIBIT INDEX
Exhibit Number
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99.1
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Press release dated July 31, 2009.
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4
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