8-K 1 tib8k030708.htm TIB FINANCIAL CORP. 8-K tib8k030708.htm
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


March 7, 2008
Date of Report (Date of earliest event reported)


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 3.02 UNREGISTERED SALES OF INVESTMENT SECURITIES.

On March 7, 2008, the Company consummated a transaction whereby two of Southwest Florida’s prominent families, their representatives and their related business interests purchased 1.2 million shares of the Company’s common stock and warrants to purchase an additional 1.2 million shares of common stock at an exercise price of $8.40 per share at any time prior to March 7, 2011. Gross proceeds from the investment are $10.1 million. Aggregate ownership of the Company by each family group is limited to 9.9% of outstanding shares. The shares were issued pursuant to an exemption under Section 4(2) of the Securities Act of 1933 for the sale of shares in a private placement transaction. A copy of the Company’s March 11, 2008 news release, announcing the transaction, is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference. In connection with this transaction, two representatives will be appointed to the Company’s Board of Directors. The form of the agreements entered into in connection with the transaction are attached to this Form 8-K as Exhibits 99.2 through 99.5 and are incorporated herein by reference.
 

 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

99.1 Press release dated March 11, 2008
99.2 Stock purchase agreement
99.3 Registration rights agreement
99.4 Relationship agreement
99.5 Common stock warrant
 

 
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:  March 11, 2008
By:
  /s/  Stephen J. Gilhooly
  
   
Stephen J. Gilhooly
  
   
EVP, Chief Financial Officer and Treasurer