0001193125-13-388095.txt : 20131002 0001193125-13-388095.hdr.sgml : 20131002 20131002085959 ACCESSION NUMBER: 0001193125-13-388095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130930 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131002 DATE AS OF CHANGE: 20131002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CenterState Banks, 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: 131128596 BUSINESS ADDRESS: STREET 1: 1101 FIRST ST. S. STREET 2: SUITE 202 CITY: WINTER HAVEN STATE: FL ZIP: 33880 BUSINESS PHONE: 8632932600 MAIL ADDRESS: STREET 1: 1101 FIRST ST. S. STREET 2: SUITE 202 CITY: WINTER HAVEN STATE: FL ZIP: 33880 FORMER COMPANY: FORMER CONFORMED NAME: CENTERSTATE BANKS OF FLORIDA INC DATE OF NAME CHANGE: 20000103 8-K 1 d605702d8k.htm FORM 8-K Form 8-K

 

 

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) September 30, 2013

 

 

CENTERSTATE BANKS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Florida   000-32017   59-3606741

(State or other jurisdiction

of incorporation)

  

(Commission

file number)

  

(IRS employer

identification no.)

 

42745 U.S. Highway 27, Davenport, FL   33837
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (863) 419-7750

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

On September 30, 2013, CenterState Banks, Inc. (“CenterState”) and Gulfstream Bancshares, Inc. (“Gulfstream”) amended (“Amendment No. 1”) the Agreement and Plan of Merger dated July 29, 2013 by and between CenterState and Gulfstream. Amendment No. 1 provides for a cash payment by CenterState upon exercise of Gulfstream stock options after the closing of the merger contemplated by the Agreement and Plan of Merger and a reduction in the number of shares of CenterState common stock issued upon such option exercises.

Statements made in this Form 8-K, other than those concerning historical financial information, may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties. These forward-looking statements include, without limitation, statements regarding the Company’s expectations concerning its financial condition, operating results, cash flows, liquidity and capital resources, including the effects of the GS acquisition and the final determination of the assets and liabilities acquired and their respective valuations. A discussion of risks, uncertainties and other factors that could cause actual results to differ materially from management’s expectations is set forth under the captions “Business - Note about Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

 

Item 9.01. Exhibits.

(d) Exhibits

Exhibit 2.1 Amendment No. 1 to the Agreement and Plan of Merger by and between CenterState Banks, Inc. and Gulfstream Bancshares, Inc. dated as of July 29, 2013.

 

2

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, INC.
By:  

/s/ James J. Antal

  James J. Antal
  Senior Vice President and Chief Financial Officer

Date: October 2, 2013

 

3

EX-2.1 2 d605702dex21.htm AMENDMENT TO AGREEMENT AND PLAN OF MERGER Amendment to Agreement and Plan of Merger

Exhibit 2.1

AMENDMENT NO. 1 TO

AGREEMENT AND PLAN OF MERGER

This Amendment No. 1 (the “Amendment”) to the Agreement and Plan of Merger is made effective as of September 30, 2013 by and between CenterState Banks, Inc. (“CenterState”) and Gulfstream Bancshares, Inc. (“Gulfstream”).

BACKGROUND

WHEREAS, the parties entered into an Agreement and Plan of Merger as of July 29, 2013 (the “Agreement”), and desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the covenants, representations and warranties set forth herein, and for the good and valuable consideration, CenterState and Gulfstream, intending to be legally bound, agree as follows:

1. Defined Terms. All terms used in this Amendment which are defined in the Agreement shall have the meanings specified in the Agreement.

2. Amendment of Section 1.5. Section 1.5 of the Agreement is amended by deleting such section in its entirety and inserting the following in lieu thereof:

1.5 Stock Options. Each valid option to purchase shares of Gulfstream Common Stock (each, a “Gulfstream Stock Option”), outstanding and unexercised immediately prior to the Effective Time shall, by virtue of the Merger, automatically and without any action on the part of the holder thereof, become fully vested and be converted into (a) an option to purchase that number of shares of CenterState Common Stock as shall equal the product obtained by multiplying 4.0 (the “Option Exchange Ratio”) by that number of shares of Gulfstream Common Stock which such option entitled the holder thereof to purchase (rounded to the nearest whole share), and (b) the right to receive on the exercise of such option a cash payment of $1.4325 for each share of CenterState Common Stock issued upon the exercise of such option. The exercise price of each Gulfstream Stock Option shall be equal to the quotient obtained by dividing the exercise price per share of the Gulfstream Stock Option by the Option Exchange Ratio (rounded to the nearest cent); provided however, that in the event that the Merger Consideration is modified as a result of the application of Section 1.4(f) or Section 8.1(a)(viii), then the Option Exchange Ratio shall be appropriately adjusted in order to reflect the impact of such modification to the Merger Consideration.

3. Effect of Amendment. Except as expressly modified by this Amendment, the terms, covenants and conditions of the Agreement shall remain in full force and effect.

The undersigned have signed this Amendment effective as of the date set forth above.

 

CENTERSTATE BANKS, INC.     GULFSTREAM BANCSHARES, INC.
By:  

/s/ Ernest S. Pinner

     By:  

/s/ John E. Tranter

  Ernest S. Pinner       John E. Tranter
  Chairman, President and Chief Executive Officer       Vice Chairman and Chief Executive Officer