8-K 1 form8k.htm SOUTHCREST FINACIAL GROUP 8-K 8-11-2006 SouthCrest Finacial Group 8-K 8-11-2006


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)
August 11, 2006
 
 
SOUTHCREST FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)


Georgia
 
000-51287
 
58-2256460
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)


600 North Glynn Street, Suite B, Fayetteville, GA
30214
(Address of Principal Executive Offices)
(Zip Code)
 
 
 
Registrant's telephone number, including area code
(770) 461-2781

 
(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:
 
 
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))




 
Item 1.01
Entry into a Material Definitive Agreement
 
On August 11, 2006, SouthCrest Financial Group entered into a definitive Agreement and Plan of Merger with Maplesville Bancorp. Under the terms of the Agreement, Peachtree Bank, a wholly-owned subsidiary of Maplesville Bancorp will become a wholly-owned subsidiary of SouthCrest. Shareholders of Maplesville Bancorp will be entitled to receive an aggregate of approximately 371,000 shares of SouthCrest stock and $7,557,000 in cash. The terms of the merger are more fully described in the Agreement and Plan of Merger which is attached as Exhibit 10.1 to this report. A copy of the press release announcing the execution of the Agreement is also attached to this report as Exhibit 99.1.
 
The Agreement is subject to regulatory approval and approval by the Maplesville shareholders. The parties contemplate closing during the fourth quarter.
 
Some of the statements in this Report, are “forward-looking statements” within the meaning of the federal securities laws. When we use words like “anticipate”, “believe”, “intend”, “expect”, “estimate”, “could”, “should”, “will”, and similar expressions, you should consider them as identifying forward-looking statements, although we may use other phrasing. These forward-looking statements involve risks and uncertainties and are based on our beliefs and assumptions, and on the information available to us at the time that these disclosures were prepared. Many of these factors are beyond our ability to control or predict, and readers are cautioned not to put undue reliance on such forward-looking statements. We disclaim any obligation to update or revise any forward-looking statements contained in this Report, whether as a result of new information, future events or otherwise.
 
Item 9.01
Financial Statements and Exhibits
 
Exhibits.
 
Exhibit No.
 
Description of Exhibit
 
   
 
Agreement and Plan of Merger by and between Maplesville Bancorp and SouthCrest Financial Group, dated August 11, 2006.
     
 
Press Release, dated August 14, 2006.



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.


     
SOUTHCREST FINANCIAL GROUP, INC.
 
           
           
Dated:
August 16, 2006
 
By:
/s/ Douglas J. Hertha
 
       
Douglas J. Hertha
 
       
Chief Financial Officer