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
earliest event reported: May 26, 2005
Flag
Financial Corporation
(Exact
Name of Registrant as Specified in Charter)
|
Georgia |
000-24532 |
58-2094179 |
|
(State
or Other Jurisdiction
of
Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification
No.) |
3475
Piedmont Road N.E., Suite 550
Atlanta,
Georgia 30305
(Address
of Principal Executive Offices)
(Zip
Code)
(404)
760-7700
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing in 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)
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))
FLAG
FINANCIAL CORPORATION
FORM
8-K
CURRENT
REPORT
TABLE OF
CONTENTS
|
Page | ||
| Item 1.01 | Entry Into a Material Definitive Agreement |
3 |
|
| ||
| Item 9.01 | Exhibits |
3 |
|
| ||
| Signature |
4 | |
|
| ||
| Exhibit Index |
5 | |
Item
1.01 Entry Into a Material Definitive Agreement.
On May
26, 2005, Flag Financial Corporation (NASDAQ: FLAG), a Georgia corporation (the
“Company”), entered into a definitive Agreement and Plan of Merger (the “Merger
Agreement”) to acquire First Capital Bancorp, Inc., a Norcross, Georgia based
bank holding company, in a merger transaction (the “Merger”). First Capital
Bancorp, Inc. (“FCB”) is the parent of First Capital Bank which operates five
banking offices in the north metro-Atlanta market. Under the terms of the Merger
Agreement, FCB shareholders will receive 1.6 shares of the Company’s common
stock for each share of their FCB common stock (the “Exchange Ratio”). Any
non-institutional FCB shareholder that would own more than 384,000 shares of
Flag common stock following the Merger will receive a cash payment, in lieu of
shares of Flag common stock over the 384,000 share threshold, equal to the
number of such excess shares multiplied by the average closing price of Flag’s
common stock for the 20 trading days immediately following the public
announcement of the Merger. In addition, Flag will assume each outstanding
option to acquire shares of FCB common and the shares subject to such options
and the corresponding exercise prices will be adjusted to reflect the Exchange
Ratio.
The
Merger has been approved by the boards of directors of both Flag and FCB and is
subject to the approval of the shareholders of both Flag and FCB. Each director
of Flag and FCB has executed a support agreement pursuant to which he or she has
agreed to vote all Flag and FCB shares, as the case may be, beneficially owned
in favor of the Merger. In additional to shareholder approvals, the Merger is
subject to customary regulatory approvals including approval by the Board of
Governors of the Federal Reserve System and the Georgia Department of Banking
and Finance. The Merger Agreement also includes customary representations,
warranties and covenants of both parties. Flag and FCB expect the Merger to
close in the fourth quarter of 2005.
A copy of
the Merger Agreement and a press release announcing the Merger Agreement are
attached as Exhibit 99.1 and 99.2, respectively, and incorporated herein by this
reference.
Item
9.01. Financial Statements and Exhibits.
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Exhibits. |
| 99.1 | Agreement and Plan of Merger dated May 26, 2005, between First Capital Bancorp, Inc. and Flag Financial Corporation. | |
| 99.2 | Press Release, dated May 26, 2005. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
| Flag Financial Corporation | ||||
| By: /s/ J. Daniel Speight | ||||
| J. Daniel Speight | ||||
| Vice Chairman, Chief Financial Officer and Secretary | ||||
Dated:
June 1, 2005
EXHIBIT
INDEX
|
Exhibit
Number |
Description |
| 99.1 | Agreement and Plan of Merger dated May 26, 2005, between First Capital Bancorp, Inc. and Flag Financial Corporation. |
| 99.2 | Press Release, dated May 26, 2005. |