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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) November 14, 2005

 


 

INTEGRITY FINANCIAL CORPORATION

(Exact name of Registrant as specified in its charter)

 


 

North Carolina   000-26551   56-2137427

(State or other jurisdiction

of incorporation)

  (Commission File No.)  

(IRS Employer

Identification number)

 

39 SECOND STREET, N.W., HICKORY, NC 28601

(Address of principal executive offices)

 

Registrant’s telephone number, including area code (888) 894-2483

 

Not Applicable

(Former address of principal executive offices)

 


 

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:

 

x 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

On November 14, 2005, Integrity Financial Corporation (the “Registrant”) announced financial results for the third quarter ended September 30, 2005. For the third quarter, the Registrant reported net income of $820,000 and diluted earnings-per-share of $0.15. A copy of the press release (the “Press Release”) announcing the Registrant’s results for the third quarter ended September 30, 2005 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

ITEM 8.01 OTHER EVENTS

 

Registrant’s Press Release, attached as Exhibit 99.1 to this Current Report, is incorporated by reference into this Item 8.01.

 

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(c) Exhibits.

 

The following exhibit is filed herewith:

 

EXHIBIT NO.

 

DESCRIPTION OF EXHIBIT


99.1   Press Release dated November 14, 2005

 

The Current Report on Form 8-K (including information included or incorporated by reference herein) may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements regarding certain of Registrant’s goals and expectations with respect to earnings, income per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, including statements relating to estimates of credit quality trends, and (ii) statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” “outlook” or similar expressions. These statements are based upon the current belief and expectations of Registrant’s management and are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond Registrant’s control).

 

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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.

 

INTEGRITY FINANCIAL CORPORATION
By:  

/s/ W. Alex Hall, Jr.


    W. Alex Hall, Jr.
    President and Chief Executive Officer

 

Dated: November 18, 2005

 

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EXHIBIT INDEX

 

Exhibit

Number


 

Description of Exhibit


99.1   Press Release dated November 14, 2005

 

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