- Current report filing (8-K)
April 07 2010 - 3:58PM
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):
April 6, 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 1.01 Entry into
a Material Definitive Agreement.
Atlantic Southern Financial Group, Inc.
(the Company), the holding company for Atlantic Southern Bank (the Bank),
entered into a Written Agreement (the Agreement) with the Federal Reserve
Bank of Atlanta (Federal Reserve) and the Georgia Department of Banking and
Finance (Georgia Department) on March 26, 2010. The Federal Reserve publicly announced the
execution of the Agreement and made the Agreement available on its website
(http://www.federalreserve.gov/) on April 6, 2010.
The Agreement is designed to enhance the
Companys ability to act as a source of strength to the Bank. Substantially all
of the requirements of the Agreement are similar to those already in effect for
the Bank pursuant to the Order to Cease and Desist entered into with the
Georgia Department and the Federal Deposit Insurance Corporation (FDIC) on September 11,
2009, and disclosed on our Current Report on Form 8-K on September 17,
2009.
Pursuant to the Agreement, the Company will
be prohibited from declaring or paying dividends without prior written consent
from the Federal Reserve and the Georgia Department. In addition, pursuant to the Agreement,
without the prior written consent of regulators, the Company is prohibited from
taking dividends, or any other form of payment representing a reduction of
capital, from the Bank; paying interest, principal or other sums on
subordinated debentures and trust preferred securities; incurring, increasing
or guaranteeing any debt; redeeming any shares of the Companys common stock;
and increasing salaries or bonuses paid to executive officers. All salaries, bonuses and fees, excluding the
reimbursement of expenses valued at less than $500 in the aggregate per month
per executive officer, must be preapproved by the Board of Directors on a
regular basis. In appointing any new director or any executive officer, the
Company is required to notify regulatory authorities and comply with
restrictions on indemnification and severance. The Company will also provide
quarterly written progress reports to the Federal Reserve.
Within 60 days of the Agreement, the Company
will submit to the Federal Reserve a written plan designed to maintain
sufficient capital at the Company, on a consolidated basis, and at the
Bank. The Agreement does not contain
specific target capital ratios or specific timelines, but requires that the
plan address the Companys current and future capital requirements, the Banks
current and future capital requirements, the adequacy of the Banks capital
taking into account its risk profile, and the source and timing of additional
funds necessary to fulfill the Companys and the Banks future capital
requirements.
The provisions of the Agreement remain in
effect and enforceable until stayed, modified, terminated or suspended by the
Federal Reserve and the Georgia Department.
All Bank deposits remain fully insured by the FDIC to the maximum extent
allowed by law and the Banks lending and deposit operations continue to be
conducted in the usual and customary manner as the Bank continues to meet the
financial needs of businesses and consumers in our communities.
The foregoing description of the Agreement is
qualified in its entirety by reference to the complete copy of the form of
Agreement attached hereto as Exhibit 10.1 and incorporated herein by
reference.
2
Item 9.01 Financial Statements and Exhibits
Exhibit Number
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Description
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Exhibit 10.1
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Written
Agreement between Atlantic Southern Financial Group, Inc. and Federal
Reserve Bank of Atlanta, dated March 26, 2010.
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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.
ATLANTIC SOUTHERN FINANCIAL
GROUP, INC.
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DATE: April 7, 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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10.1
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Written Agreement between Atlantic Southern Financial
Group, Inc. and Federal Reserve Bank of Atlanta, dated March 26,
2010
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5
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