-----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, O5yB8QZAlDuCbwIDePoxRBRQJb/LzQMzJpTKVbuIDjZ1wLWv1AcQNEkEjc3XURjD Y9ti7CkaaTc4ZUZEhK90+w== 0001140361-06-007177.txt : 20060511 0001140361-06-007177.hdr.sgml : 20060511 20060511151118 ACCESSION NUMBER: 0001140361-06-007177 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060505 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060511 DATE AS OF CHANGE: 20060511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NBOG BANCORPORATION INC CENTRAL INDEX KEY: 0001124676 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 582554464 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16413 FILM NUMBER: 06829777 BUSINESS ADDRESS: STREET 1: 1294 W RIDGE RD STREET 2: STE E CITY: GAINVILLE STATE: GA ZIP: 30501 BUSINESS PHONE: 7702978060 MAIL ADDRESS: STREET 1: 1294 W RIDGE RD STREET 2: STE E CITY: GAINESVILLE STATE: GA ZIP: 30501 8-K 1 form8k.txt NBOG BANCORPORATION 8-K 5-5-2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) MAY 5, 2006 -------------------- NBOG BANCORPORATION, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) GEORGIA - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 001-16413 58-2554464 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 807 DORSEY STREET, GAINESVILLE, GEORGIA 30501 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (770) 297-8060 - -------------------------------------------------------------------------------- (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) [X] 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. As previously announced, on May 5, 2006, NBOG Bancorporation, Inc. ("NBOG") and Nuestra Tarjeta de Servicios, Inc. ("NTS") entered into an Agreement and Plan of Merger (the "Merger Agreement"), that provides, among other things, for NBOG to be merged with and into NTS in a two-step merger (the "Merger"). Under the terms of the Merger Agreement, the aggregate merger consideration payable to NBOG shareholders and option holders will equal $6,500,000 less various amounts incurred prior to closing, which include the cost of tail insurance, payments, if any, for termination fees and similar change in control payments, and legal, accounting, investment advisor and any similar fees incurred by NBOG in connection with the Merger. The Merger Agreement also provides that all outstanding NBOG stock options and warrants, whether vested or unvested, will immediately and fully vest and convert into the right to receive the spread between the shareholder consideration and the exercise price. All warrants and options with exercise prices greater than the shareholder consideration will be cancelled without consideration. Completion of the Merger is subject to various closing conditions, including (a) approval of the Merger Agreement by the shareholders of NBOG and, if necessary, NTS; (b) receipt of requisite regulatory approvals; (c) NBOG maintaining an allowance for loan losses of not less than 3.0% of outstanding loans; (d) NTS obtaining financing to consummate the Merger; (e) absence of any law or order prohibiting the completion of the Merger; (f) subject to certain exceptions, the accuracy of the representations and warranties of the other party; and (g) material compliance by the other party with its covenants. In connection with the execution of the Merger Agreement, NTS entered into Shareholder Support Agreements, dated as of May 5, 2006 (the "Support Agreements"), with the executive officer and directors of NBOG. Under the Support Agreements, the executive officer and directors agreed to vote their shares of NBOG common stock in favor of the Merger and agreed that they will not vote those shares in favor of another acquisition transaction. The Merger Agreement contains certain termination rights for both NBOG and NTS and further provides that, upon termination of the Merger Agreement under specified circumstances, NBOG may be required to pay NTS a cash termination fee of $350,000. NBOG Bancorporation will be filing a proxy statement concerning the transaction with the SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the documents free of charge at the SEC's web site, www.sec.gov. In addition, documents filed with the SEC by NBOG Bancorporation will be available free of charge from the Corporate Secretary of NBOG Bancorporation at 807 Dorsey Street, Gainesville, Georgia 30501, Telephone (770) 297-8060. SHAREHOLDERS SHOULD READ THE PROXY STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE ACQUISITION OF NBOG BANCORPORATION, INC. 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 thereunto duly authorized. NBOG BANCORPORATION, INC. Dated: May 11, 2006. By: /s/ W. Bryan Hendrix -------------------------- Name: W. Bryan Hendrix ------------------------ Title: Chief Financial Officer ----------------------- -----END PRIVACY-ENHANCED MESSAGE-----