8-K

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): June 30, 2011

TIB FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Florida	0000-21329	65-0655973
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification number)
599 9th Street North, Suite 101 Naples, Florida		34102-5624
(Address of principal executive offices)		(Zip Code)
	(239) 263-3344
(Registrant's telephone number, including area code)
	Not Applicable
(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 (see General Instruction A.2. below):

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£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.

Effective June 30, 2011, Capital Bank (the “Bank”), a corporation organized under the laws of the State of North Carolina and wholly owned subsidiary of Capital Bank Corporation (the “Capital Bank Corp”), a corporation organized under the laws of the State of North Carolina, merged (the “Merger”) with and into NAFH National Bank (“NAFH Bank”), a national banking association and subsidiary of TIB Financial Corp (the “Company”), a corporation organized under the laws of the State of Florida, and North American Financial Holdings, Inc. (“NAFH”), a Delaware corporation, with NAFH Bank as the surviving entity.  In connection with the Merger, NAFH Bank changed its name to Capital Bank, National Association. 

                NAFH is the owner of approximately 94% of the Company’s common stock and approximately 83% of Capital Bank Corp’s common stock.  Five of the Company’s seven directors, and the Company’s Chief Executive Officer, Chief Financial Officer and Chief Risk Officer are affiliated with NAFH.  In addition, the same five directors are also directors of Capital Bank Corp and the Company’s Chief Executive Officer, Chief Financial Officer and Chief Risk Officer hold those same positions at Capital Bank Corp.       

                Prior to the Merger, the Bank was a state-chartered banking corporation in operation since June 20, 1997.  The Bank was a community bank engaged in the general commercial banking business in markets in central and western North Carolina. As of March 31, 2011, the Bank had approximately $1.7 billion in total assets, $1.1 billion in loans, $1.4 billion in deposits, $225.0 million in shareholders’ equity and operated 32 branch offices in North Carolina. 

                The Merger occurred pursuant to the terms of an Agreement of Merger entered into by and between the Bank and NAFH Bank, dated as of June 30, 2011 (the “Merger Agreement”).  In the Merger, each share of Bank common stock was converted into the right to receive shares of NAFH Bank common stock.  As a result of the Merger, the Company now owns approximately 33% of NAFH Bank (now named Capital Bank, National Association), with NAFH owning 29% and Capital Bank Corp owning the remaining 38%.  

Item 2.01              Completion of Acquisition or Disposition of Assets.

The information set forth under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated by reference into this Item 2.01.

Item 9.01              Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

                To the extent that financial statements are required by this Item, such financial statements will be filed in an amendment to this Current Report no later than September 16, 2011.

(b) Pro Forma Financial Information

                To the extent that pro forma financial information is required by this Item, such information will be filed in an amendment to this Current Report no later than September 16, 2011.

(d) Exhibits

Exhibit No.	Description
2.1	Agreement of Merger of Capital Bank with and into NAFH National Bank, by and between NAFH National Bank and Capital Bank, dated as of June 30, 2011 (Exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted exhibit will be furnished supplementally to the Securities and Exchange Commission upon request).

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.

		TIB FINANCIAL CORP.
Date: July 7, 2011	By:	/s/ Christopher G. Marshall
		Christopher G. Marshall
		Chief Financial Officer

EX-2.1

Exhibit 2.1

AGREEMENT OF MERGER
OF
CAPITAL BANK
WITH AND INTO
NAFH National Bank

THIS AGREEMENT OF MERGER, dated as of June 30, 2011 (this “Agreement”), is made and entered into between NAFH National Bank (“NAFH Bank”) and Capital Bank (“Capital Bank”).

W I T N E S S E T H:

WHEREAS, NAFH Bank, OCC Charter No. 24976, a national banking association duly organized and existing under the laws of the United States with its main office located at 9350 South Dixie Highway Suite 1120, Miami, Florida, has authorized capital stock consisting of 1,000 shares of common stock, par value $1.00 per share, of which 212 shares of common stock are issued and outstanding as of the date hereof;

WHEREAS, Capital Bank, a North Carolina state-chartered banking corporation with its main office located at 333 Fayetteville Street, Raleigh, North Carolina, has authorized capital stock consisting of 20,000,000 shares of common stock, par value $5.00 per share, of which 2,477,651 shares of common stock were issued and outstanding.

WHEREAS, the respective boards of directors of NAFH Bank and Capital Bank, acting pursuant to resolutions duly adopted pursuant to the authority given by, and in accordance with, 12 U.S.C. §§ 215a and Section 53-16 of the North Carolina General Statutes, have approved this Agreement and authorized the execution hereof.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto do hereby agree as follows:

1 - THE MERGER

1.1Merger; Surviving Association

Subject to the terms and conditions of this agreement, at the Effective Time (as hereinafter defined), Capital Bank shall be merged with and into NAFH Bank, pursuant to the provisions of, and with the effect provided in, 12 U.S.C. § 215a and Section 53-16 of the North Carolina General Statutes (said transaction, the “Merger”) and the corporate existence of Capital Bank shall cease.  NAFH Bank shall continue its corporate existence under the laws of the United States and shall be the association surviving the Merger (the “Surviving Association”).  The parties hereto intend that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and this Agreement shall be, and is hereby adopted as, a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.

1.2Name of Surviving Association;
Articles of Association and By-laws

The name of the Surviving Association shall be “Capital Bank, National Association.” From and after the Effective Time (as defined in Section 1.3 below), the Articles of Association of NAFH Bank, as set forth in Exhibit A, shall be the articles of association of the Surviving Association until thereafter amended in accordance with applicable law.  From and after the Effective Time, the By-laws of NAFH Bank, as set forth in Exhibit B hereto, shall be the By-laws of the Surviving Association until thereafter amended in accordance with applicable law.

1.3Effective Time of Merger

The Merger shall become effective at such time and on the date specified in the certificate to be issued by the Office of the Comptroller of the Currency in connection with the consummation of the Merger, which shall be a time and date agreed to by NAFH Bank and Capital Bank, subject to the approval of the Office of the Comptroller of the Currency, or such other time and date as shall be provided by law and agreed to by the parties hereto.  The date and time of such effectiveness is herein referred to as the “Effective Time.”

1.4Effect of Merger

All assets as they exist at the Effective Time shall pass to and vest in the Surviving Association without any conveyance or other transfer.  The Surviving Association shall be responsible for all of the liabilities of every kind and description, including, but not limited to, liabilities arising from the operation of a trust department, of the merging institutions existing as of the Effective Time of the Merger. 

1.5Business of Surviving Association

The business of the Surviving Association after the Merger shall continue to be that of a national banking association and shall be conducted at its main office, which shall be located at 9360 South Dixie Highway, Miami, Florida, and at all legally established branches.

1.6Board of Directors of Surviving Association

The following named persons shall serve as the Board of Directors of the Surviving Association until the next annual meeting of its shareholders and until such time as their successors shall have been elected and qualified or until their earlier death, resignation or removal:

Gene Taylor
Chris Marshall
Bruce Singletary
Kenneth Posner
Bill Hodges
Peter Foss
Brad Boaz
Howard Gutman
Charles Atkins
Oscar Keller

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2 - CAPITALIZATION AND EXCHANGE OF SHARES

2.1Capital Stock of Surviving Association

(a)The outstanding shares of NAFH Bank common stock shall remain outstanding as part of the capital stock of the Surviving Association.  Each issued and outstanding share of Capital Bank common stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive 0.0000521211059858253 fully paid and nonassessable shares of NAFH Bank common stock (the “Merger Consideration”).  As of the Effective Time, all such shares of Capital Bank common stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist.  Promptly following the Effective Time, the Surviving Association shall deliver certificates representing the Merger Consideration to the former holder(s) of outstanding shares of Capital Bank common stock.

(b)At the Effective Time, the Surviving Association shall have authorized capital stock consisting of 1,000 authorized shares of common stock, par value $1.00 per share, of which 341 shares will be issued and outstanding. 

3 - CONDITIONS PRECEDENT

3.1Conditions

The respective obligations of the parties to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

(a)Shareholder Approval.  The Agreement shall have been ratified and confirmed by the unanimous written consent of the shareholders of each of NAFH Bank and Capital Bank in lieu of a meeting of shareholders, provided that such action by unanimous written consent is authorized under the applicable articles of association or bylaws or otherwise provided by law.

(b)Regulatory Approvals.  The parties shall have received all consents, approvals and permissions and the satisfaction of all of the requirements prescribed by law, including, but not limited to, the consents, approvals and permissions of all regulatory authorities which are necessary to the carrying out of the Merger described in this Agreement.

4 - Termination

4.1Consent of the Parties

This Agreement may be terminated by the mutual written consent of the boards of directors of NAFH Bank and Capital Bank.

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5 - MISCELLANEOUS

5.1Further Assurances.

If at any time the Surviving Bank shall consider or be advised that any further assignments, conveyances or assurances are necessary or desirable to vest, perfect or confirm in the Surviving Association title to any property or rights of Capital Bank or otherwise carry out the provisions hereof, the proper officers and directors of Capital Bank, as of the Effective Date, and thereafter the officers of the Surviving Entity acting on behalf of Capital Bank, shall execute and deliver any and all proper assignments, conveyances and assurances, and do all things necessary or desirable to vest, perfect or confirm title to such property or rights in the Surviving Association and otherwise carry out the provisions hereof.

5.2Counterparts

This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement of Merger to be executed by its duly authorized officers, all as of the date first set forth above.

ATTEST:	NAFH NATIONAL BANK
/s/ Nancy A. Snow                              Name: Nancy A. Snow	By /s/ Christopher Marshall                            Name: Christopher Marshall Title:   Chief Financial Officer

ATTEST:	CAPITAL BANK
/s/ Nancy A. Snow                              Name: Nancy A. Snow	By /s/ Christopher Marshall                            Name: Christopher Marshall Title:   Chief Financial Officer