- Filing of certain prospectuses and communications in connection with business combination transactions (425)
31 March 2011 - 10:20PM
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): March 30, 2011
Park Sterling Corporation
(Exact name of registrant as specified in its charter)
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North Carolina
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001-35032
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27-4107242
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1043 E. Morehead Street, Suite 201, Charlotte, NC
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28204
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(704) 716-2134
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Not Applicable
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(Former name or former address if changed since last report.)
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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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01 OTHER EVENTS
On March 31, 2011, Park Sterling Corporation (Park Sterling) and Community Capital Corporation (Community
Capital) announced that they had entered into an Agreement and Plan of Merger dated as of March 30, 2011 (the Merger
Agreement), pursuant to which Community Capital will merge with and into Park Sterling, with Park Sterling continuing
as the surviving entity (the Merger). The Merger Agreement has been approved by the board of directors of each of
Park Sterling and Community Capital. The completion of the Merger, which is currently anticipated to occur in the third
quarter of 2011, is subject to customary closing conditions, including regulatory approval and
approval by the holders of two-thirds of the outstanding shares of common stock of Community Capital.
A copy of the joint press release announcing the Merger is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Additional Information About the Merger and Where To Find It
In connection with the Merger, Park Sterling will file with the Securities and Exchange Commission (SEC) a
Registration Statement on Form S-4 that will include a Proxy Statement of Community Capital and a Prospectus of Park
Sterling, as well as other relevant documents concerning the proposed transaction.
Shareholders are strongly urged to
read the Registration Statement and the Proxy Statement/Prospectus regarding the proposed Merger when they become
available and other relevant documents filed with the SEC, as well as any amendments or supplements to those documents,
because they will contain important information regarding the proposed Merger.
A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Park Sterling
and Community Capital, may be obtained after their filing at the SECs Internet site (http://www.sec.gov). In addition,
free copies of documents filed with the SEC may be obtained on the respective websites of Park Sterling and Community
Capital at www.parksterlingbank.com and www.capitalbanksc.com.
Participants in Solicitation
Park Sterling and Community Capital and their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from Community Capitals shareholders in connection with this transaction.
Information about the directors and executive officers of Park Sterling and Community Capital and information about
other persons who may be deemed participants in this solicitation will be included in the Proxy Statement/Prospectus.
Information about Park Sterlings executive officers and directors can be found in Park Sterlings definitive proxy
statement in connection with its 2011 Annual Meeting of Shareholders to be filed with the SEC. Information about
Community Capitals executive officers and directors can be found in Community Capitals definitive proxy statement in
connection with its 2010 Annual Meeting of Shareholders filed with the SEC on April 21, 2010.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Exhibit 99.1
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Joint press release of Park Sterling and Community Capital dated March 31, 2011
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SIGNATURE
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.
Date: March 31, 2011
PARK STERLING CORPORATION
By:
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s/ David L.
Gaines
David L. Gaines
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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Exhibit 99.1
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Joint press release of Park Sterling and Community Capital dated March 31, 2011
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