- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
June 26 2012 - 3:24PM
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: June 25, 2012
Southern Community Financial Corporation
North Carolina
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000-33227
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56-2270620
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(State of incorporation)
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(Commission File Number)
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(I.R.S. Employer
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Identification No.)
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4605 Country Club Road,
Winston-Salem, North Carolina 27104
(Address of principal
executive offices) (Zip Code)
Issuer's telephone number: (336) 768-8500
_________________________
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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¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Item 1.01 Entry into a Material Definitive
Agreement.
On June 25, 2012, Southern Community Financial
Corporation, Winston-Salem, N.C. (“Southern Community”) and Capital Bank Financial Corp.(“CBF”) formerly
known as North American Financial Holdings, Inc., a North Carolina-based national bank holding company, agreed to amend (the “Amendment”)
their previously announced Agreement and Plan of Merger (the “Agreement”).
The Amendment provides that the consideration
to be paid by CBF will consist entirely of cash, in an amount equal to $3.11 per share of Southern Community common stock. Each
outstanding option to purchase shares of Southern Community common stock will be vested prior to the Merger and be paid in cash
equal to the difference between the exercise price of the option and $3.11.
In addition, and upon consummation of the
transaction, Southern Community’s shareholders will continue to receive a Contingent Value Right, entitling them to cash
proceeds of up to $1.30 per share, based on the credit performance of Southern Community’s legacy loan portfolio over the
five years following closing.
The obligations of Southern Community and
CBF to consummate the merger have been modified to remove certain conditions, including the effectiveness of certain registration
statements of CBF.
The transaction continues to be subject
to the approval of Southern Community’s shareholders, receipt of any required regulatory approvals and other customary closing
conditions. It is expected to be consummated in the third quarter of 2012.
For additional information regarding the
Amendment, reference is made to the copy of that document which is incorporated herein by reference and included as Exhibit 2.1
to this Current Report on Form 8-K. The foregoing discussion is qualified in its entirety by reference to the Agreement.
Additional Information About this Transaction
In connection with the proposed transaction,
Southern Community Financial Corporation (“SCMF”) intends to file with the SEC a proxy statement. SCMF also plans to
file other relevant documents with the SEC regarding the proposed transaction. THE SHAREHOLDERS OF SCMF ARE URGED TO READ THE PROXY
STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Shareholders of SCMF will be able to obtain a free copy of the proxy statement (when available) and the other documents
filed by SCMF with the SEC at the SEC’s website at sec.gov. or by accessing SCMF’s website at http://www.smallenoughto
care.com under the heading "Investor Relations" or by directing a request by telephone or mail to Southern Community
Financial Corporation, 4605 Country Club Road, Winston-Salem, North Carolina 27104-3521, Attention: Corporate Secretary, (336)
768-8500.
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER
TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY STATE OR JURISDICTION
IN WHICH SUCH AN OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE OR JURISDICTION.
Participants in the Solicitation
SCMF and its directors, executive officers,
certain members of management, and employees may have interests in the proposed transaction or be deemed to be participants in
the solicitation of proxies of SCMF’s shareholders to approve the matters necessary to be approved to facilitate the proposed
transaction. Certain information regarding the participants and their interest in the solicitation is set forth in the proxy statement
for SCMF’s Annual Meeting of Shareholders filed with the SEC on April 13, 2011. Shareholders may obtain additional information
regarding the interests of such participants by reading the proxy statement relating to the proposed transaction when it becomes
available.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description of Exhibit
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2.1
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Amendment No. 1 to the Agreement and Plan of Merger
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Signatures
Pursuant to the requirements of the Securities
Exchange Act of 1934, Southern Community Financial Corporation has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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Southern Community Financial Corporation
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Date:
June 26, 2012
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By:
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/s/ F.
Scott Bauer
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Name:
Title:
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F. Scott Bauer
President and Chief Executive
Officer
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