-----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, WdJ0rRoJmjcFfzwPNAgYxno1u3VjyKw1bml8xfoKJriOEeTcFJzKfiS9+IviH2PO IZnzaup1Jd7l/7icQctguQ== 0000950144-03-000014.txt : 20030102 0000950144-03-000014.hdr.sgml : 20030101 20030102112347 ACCESSION NUMBER: 0000950144-03-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021231 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTERSTATE BANKS OF FLORIDA INC CENTRAL INDEX KEY: 0001102266 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 593606741 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32017 FILM NUMBER: 03500209 BUSINESS ADDRESS: STREET 1: 7722 SR 544 EAST CITY: WINTER HAVEN STATE: FL ZIP: 33881 BUSINESS PHONE: 8634228990 MAIL ADDRESS: STREET 1: 7722 SR 544 EAST CITY: WINTER HAVEN STATE: FL ZIP: 33881 8-K 1 g79906e8vk.htm CENTERSTATE BANKS OF FLORIDA, INC. e8vk
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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) December 31, 2002

CENTERSTATE BANKS OF FLORIDA, INC.


(Exact name of registrant as specified in charter)
         
Florida   333-95087   59-3606741
(State or other jurisdiction
of incorporation)
  (Commission
file number)
  (IRS employer
identification no.)
     
7722 State Road 544 East, Suite 205, Winter Haven, FL
(Address of principal executive offices)
  33881
(Zip Code)

Registrant’s telephone number, including area code: (863) 419-0833

Not Applicable


(Former name or former address, if changed since last report)

 


SIGNATURE
January 2, 2003 Press Release


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Item 2.  Acquisition or Disposition of Assets.

     On December 31, 2002, effective at the close of business, CenterState Banks of Florida, Inc. (the “Company”), closed the merger of CenterState Bank of Florida (the “Bank”) with and into a wholly owned subsidiary of the Company. The merger transaction has been accounted for under the purchase method of accounting. As a result of the merger, the 1,000,000 outstanding shares of Bank common stock were converted into an aggregate of 536,310 shares of Company common stock (on the basis of 0.53631 of a share of Company common stock for each share of Bank common stock), plus an aggregate of $2.4 million (on the basis of $2.40 for each share of Bank common stock). As a result of the merger, the outstanding shares of Company common stock consist of an aggregate of 3,362,068 shares, which includes the 2,825,758 shares of Company common stock which were outstanding immediately prior to the merger (and which continue to remain outstanding after the merger) plus the 536,310 shares of Company common stock issued in the merger. The source of the $2.4 million of funds used by the Company in the merger consisted of dividends received by the Company from its subsidiary banks. The description of the merger transaction contained herein is qualified in its entirety by reference to the Registration Statement on the Form S-4 relating to the merger (File No. 333-98991), which was effective September 16, 2002.

Item 7.  Pro Forma Financial Information and Exhibits.

     (a)  Financial Statements of Business Acquired: None.

     (b)  Pro Forma Financial Information: None

     (c)  Exhibits: Press Release dated January 2, 2003

1


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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.

         
    CENTERSTATE BANKS OF FLORIDA, INC.
         
    By:   /s/ James H. White
       
        James H. White
Chairman of the Board

Date:  January 2, 2003

2 EX-99.1 3 g79906exv99w1.txt JANUARY 2, 2003 PRESS RELEASE FOR IMMEDIATE RELEASE January 2, 2003 CenterState Banks of Florida, Inc. Announces Completion of Merger with CenterState Bank Appointment of new CEO WINTER HAVEN, FL. - January 2, 2003 -- CenterState Banks of Florida, Inc. (NASDAQ SYMBOL: CSFL) announced the completion of the merger with CenterState Bank of Florida effective as of the close of business December 31, 2002. Shareholders of CenterState Bank received $2.40 cash and .53631 share of CSFL common stock for each share of common stock of CenterState Bank. CSFL's closing price, as reported by NASDAQ, on December 31, 2002 was $19.66. CenterState Bank will continue to operate as an independent wholly owned subsidiary of CSFL, similar to CSFL's other three wholly owned subsidiary banks. The completion of this transaction has increased the Company's full service locations from eighteen to twenty-one throughout Central Florida. Separately, the Company announced the election of Ernest S. Pinner as CEO effective December 31, 2002. Mr. Pinner had previously served as President and Executive Vice President of CSFL. Mr. Pinner is also the CEO and President of CenterState Bank. Commenting on the merger, Mr. Pinner stated, "We are enthusiastic about combining the two organizations which share a common vision and will continue providing the highest quality customer service that we believe only community banks can deliver. This combination will not only enhance our ability to serve our customers and increase our lending capabilities, but it also will increase the Company's outstanding shares from approximately 2.8 million to 3.3 million resulting in an immediate enhancement in the liquidity of CenterState Bank shareholders' investment." The Company's stock is listed on the NASDAQ national market under the symbol CSFL. Request for information regarding the purchase or sale of the common stock can be addressed to Advest, Inc., Allen C. Ewing & Co., or Ryan Beck & Co. For additional information contact James J. Antal, CFO, at 863-419-0833. "Safe Harbor'' Statement under the Private Securities Litigation Reform Act of 1995: Some of the statements in this report constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. These statements related to future events, other future financial performance or business strategies, and may be identified by terminology such as ``may,'' ``will,'' ``should,'' ``expects,'' ``scheduled,'' ``plans,'' ``intends'', ``anticipates,'' ``believes, '' ``estimates,'' ``potential,'' or ``continue' or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. In evaluating these statements, you should specifically consider the factors described throughout this report. We cannot be assured that future results, levels of activity, performance or goals will be achieved. -----END PRIVACY-ENHANCED MESSAGE-----