0000927089-16-000760.txt : 20160301 0000927089-16-000760.hdr.sgml : 20160301 20160301162015 ACCESSION NUMBER: 0000927089-16-000760 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160301 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160301 DATE AS OF CHANGE: 20160301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sunshine Financial Inc CENTRAL INDEX KEY: 0001500837 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 364678532 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54280 FILM NUMBER: 161473496 BUSINESS ADDRESS: STREET 1: 1400 EAST PARK AVENUE CITY: TALLAHASSEE STATE: FL ZIP: 32301 BUSINESS PHONE: 850-219-7301 MAIL ADDRESS: STREET 1: 1400 EAST PARK AVENUE CITY: TALLAHASSEE STATE: FL ZIP: 32301 8-K 1 ssnf-8k030116.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


Date of Report (Date of earliest event reported): March 1, 2016


SUNSHINE FINANCIAL, INC.
(Exact name of registrant as specified in its charter)


Maryland
  
000-54280
  
36-4678532
(State or other Jurisdiction of Incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
     
1400 East Park Avenue, Tallahassee, Florida
  
32301
(Address of Principal Executive Offices)
  
(Zip Code)

Registrant's telephone number, including area code: (850) 219-7200

N/A
(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:

☐ 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 8.01
Other Events

On March 1, 2016, Sunshine Savings Bank (the "Bank"), the wholly owned operating subsidiary of Sunshine Financial, Inc., announced that the Bank's application to convert from a federal savings bank to a Florida state-chartered bank has been approved by the Florida Office of Financial Regulation.

Completion of the conversion, which is expected to occur during the second quarter of 2016, is subject to the receipt by Sunshine Financial, Inc. of approval from the Board of Governors of the Federal Reserve System to form a bank holding company.  Upon completion of the conversion, the name of the Bank will be changed to Sunshine Community Bank.

For additional information, reference is made to the Bank's press release, which is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Forward-Looking Statements:  Statements in this report that are not historical facts may be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements typically can be identified by the use of forward-looking terminology such as "believes", "expects", "may", "intends", "will", "should", "anticipates", or the negative of any of the foregoing or other variations thereon or comparable terminology, or by discussion of strategy.  Forward-looking statements are subject to certain risks and uncertainties such as local economic conditions, competitive factors, and regulatory limitations.  Actual results may differ materially from those projected in the forward-looking statements. We caution readers not to place undue reliance on these forward-looking statements. They only reflect management's analysis as of this date.  Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: finalization of the restatements described above, including performance of the requisite procedures by the Company's independent registered public accounting firm; the effects and unanticipated expenses related to the charter conversion of our banking subsidiary from a federal to a state charter; the effects of economic deterioration on current customers; ineffectiveness of the business strategy due to changes in current or future market conditions; increased competitive pressures, changes in the interest rate environment, changes in general economic conditions and conditions within the securities markets, legislative and regulatory changes and other factors described from time to time in documents filed and furnished by Sunshine Financial, Inc. with the Securities and Exchange Commission.  All forward-looking statements included in this report should be considered in the context of these risk factors.

Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors and prospective investors are cautioned not to place undue reliance on such forward-looking statements.
 
 
2

 

Item 9.01    Financial Statements and Exhibits

 
(a)
Not applicable.
 
(b)
Not applicable.
 
(c)
Not applicable.
 
(d)
Exhibits

The following exhibit is included herewith.

 
Exhibit Number
Description
     
 
99.1
Press Release dated March 1, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
3
 
 
 

 
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.

 
      SUNSHINE FINANCIAL, INC.  
 
 
 
 
 
 
Date:
March 1, 2016
 
By:
/s/ Scott A. Swain
 
Scott A. Swain, Senior Vice President and Chief Financial Officer      


 
 
 
 
 
 

 


 
4
 EX-99.1 2 ex99-1.htm PRESS RELEASE DATED MARCH 1, 2016
EXHIBIT 99.1
 
SUNSHINE SAVINGS BANK RECEIVES APPROVAL
TO CONVERT TO A FLORIDA STATE-CHARTERED BANK


Tallahassee, FL – March 1, 2016 – Louis O. Davis, Jr., President and Chief Executive Officer of Sunshine Savings Bank, Tallahassee, Florida, announced that Sunshine Savings Bank's application to convert from a federal savings bank to a Florida state-chartered bank has been approved by the Florida Office of Financial Regulation ("FOFR").  Completion of the conversion is subject to the receipt by Sunshine Financial, Inc., the parent holding company for the Bank, of approval from the Board of Governors of the Federal Reserve System ("Federal Reserve") to form a bank holding company.  Upon completion of the conversion, which is expected to occur during the second quarter of 2016, the name of the bank will be changed to Sunshine Community Bank (the "Bank").

Following the conversion, the FOFR will be the primary regulator for the Bank.  The Federal Deposit Insurance Corporation will continue to provide deposit insurance. The holding company will continue to be regulated by the Federal Reserve.

Sunshine Savings Bank is a Florida-based community bank, providing personal and business banking services in Leon County through its six branch locations in Tallahassee, Florida. Additional information about Sunshine Financial, Inc. and Sunshine Savings Bank can be found on our web site at www.sunshinesavingsbank.com.

For additional information, contact:

Scott A. Swain (850) 219-7350
Senior Vice President and Chief Financial Officer