-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IPyip9cUuFvZ/1fraa3j+Fc0nkWRc+34MRvoJv/UgzLYuDEt0bsRgo8OAN8FjfX5 SIsoNdZKhEolVPrLFfkJyg== 0000950144-05-004430.txt : 20050427 0000950144-05-004430.hdr.sgml : 20050427 20050427145112 ACCESSION NUMBER: 0000950144-05-004430 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050425 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050427 DATE AS OF CHANGE: 20050427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIB FINANCIAL CORP. CENTRAL INDEX KEY: 0001013796 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 650655973 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21329 FILM NUMBER: 05776044 BUSINESS ADDRESS: STREET 1: 599 9TH STREET NORTH STREET 2: SUITE 101 CITY: NAPLES STATE: FL ZIP: 34102-5624 BUSINESS PHONE: 239-263-3344 MAIL ADDRESS: STREET 1: 599 9TH STREET NORTH STREET 2: SUITE 101 CITY: NAPLES STATE: FL ZIP: 34102-5624 FORMER COMPANY: FORMER CONFORMED NAME: TIB FINANCIAL CORP DATE OF NAME CHANGE: 19960508 8-K 1 g94535e8vk.htm TIB FINANCIAL CORPORATION TIB Financial Corporation
 

 
 

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 25, 2005

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)

Registrant’s telephone number, including area code (239) 263-3344

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):

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))

 
 

 

 

Section 5.    Corporate Governance and Management

ITEM 5.02.    Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

      At the annual meeting of TIB Financial Corp. (the "Corporation") shareholders held on April 26, 2005, the shareholders reelected Edward V. Lett as a director of the Corporation. The following directors will continue their terms in office: Ms. Gretchen K. Holland and Messrs. John G. Parks, Jr., Marvin F. Schindler and Otis T. Wallace (each to serve until the annual meeting of shareholders in 2006) and Messrs. Richard C. Bricker, Jr., Paul O. Jones, Jr., M.D. and Thomas J. Longe (each to serve until the annual meeting of shareholders in 2007). The terms of the following directors terminated at the annual meeting and thus such individuals are no longer serving as directors of the Corporation: Armando J. Henriquez (who served on the corporate governance and nominations committee), James R. Lawson, III (who served on the compensation committee), and Robert A. Zolten, M.D. (who served on the audit committee). Prior to the annual meeting, Millard J. Younkers, Jr., resigned as a director of the Corporation. A copy of a letter received by the Corporation from Mr. Younkers upon his resignation is attached as an exhibit to this Form 8-K.

ITEM 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

      At the April 26, 2005 annual meeting of shareholders, shareholders also approved an amendment to the Corporation's Restated Articles of Incorporation to change the classes of directors to two classes serving staggered two-year terms (as opposed to the former provision of the Restated Articles which provided for the board to be divided into three classes serving staggered three-year terms).

Section 9.    Financial Statements and Exhibits

ITEM 9.01.    Financial Statements and Exhibits

     
Exhibit 1
  Letter dated April 25, 2005 from Millard J. Younkers, Jr. to the Corporation

 

 

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.
 		  
  By:   /s/ Edward V. Lett    
    Edward V. Lett, President and Chief Executive Officer   
       
 

Date: April 26, 2005

 

EX-99.1 2 g94535exv99w1.txt EX-99.1 MILLARD J. YOUNKERS, JR. LETTER OF RESIGNATION EXHIBIT 1 April 25, 2005 Mr. Richard C. Bricker, Jr. Chairman, Corporate Governance Committee TIB Financial Corp. 599 9th Street N Naples, FL 34102 Re: Resignation During a previous meeting that you had with me, you explained that the TIB Financial Corp. Corporate Governance Committee was recommending to the Board that the composition of the Board should be changed to include only one inside Director, that this inside Director was to be the company's CEO and that the number of Directors on both Boards would be reduced to eight members. Therefore, I would be asked to step down from the Board prior to the company's annual meeting to be held on April 26, 2005 even though my current term on the Board does not expire until the 2006 annual meeting. The Board was presented with your recommendation and it was approved. In order to comply with the wishes of the Board, and in order to effect a smooth and cooperative transition, and in consideration of the best interests of the company, I am herewith submitting my resignation, effective April 25, 2005, from the Board of Directors of both TIB Financial Corp. and TIB Bank for these stated reasons, and these reasons only. Sincerely, /s/ Millard J. Younkers, Jr. Millard J. Younkers, Jr. Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----