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 20, 2007
South Street Financial Corp.
(Exact Name of Registrant as Specified in Its Charter)
| | | | |
| North Carolina | | 0-21083 | | 56-1973261 |
(State or Other Jurisdiction of Incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
| | |
155 West South Street Albemarle, North Carolina | | 28001 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(704) 982-9184
(Registrant’s Telephone Number, Including Area Code)
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)) |
South Street Financial Corp.
INDEX
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On March 20, 2007, the Board of Directors of South Street Financial Corp. announced that the Company’s shareholders approved two amendments to the Company’s Articles of Incorporation at a special meeting of the shareholders on March 20, 2007. The first amendment authorizes the creation of 500,000 shares of a new Series A Preferred stock (“Preferred Stock”). The second amendment converts all shares of common stock held by record shareholders of less than 750 shares of common stock into shares of the Series A Preferred stock on a one-for-one basis (the “Conversion”). The Company is filing Articles of Amendment with the North Carolina Secretary of State which provide that the creation of the Preferred Stock and the Conversion will be effective at 11:59 p.m. Eastern Time on March 22, 2007 (“Effective Date”). For a period of thirty days following the Effective Date, those shareholders holding shares of Preferred Stock as a result of the Conversion will be entitled to sell such shares to the Company at $10.00 a share. The Conversion will not affect the shares of any shareholder who owns 750 or more shares of common stock as of the Effective Date (or who holds any number of common stock shares in their broker’s name)—they will continue to own their shares of the Company’s common stock after the Conversion.
A copy of the Company’s press release making this announcement is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits |
(99.1) Press Release of South Street Financial Corp., dated March 20, 2007.
Disclosures About Forward-Looking Statements
The discussions included in this document and its exhibits may contain forward looking statements within the meaning of the Private Securities Litigation Act of 1995, including Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. For the purposes of these discussions, any statements that are not statements of historical fact may be deemed to be forward looking statements. Such statements are often characterized by the use of qualifying words such as “expects,” “anticipates,” “believes,” “estimates,” “plans,” “projects,” or other statements concerning opinions or judgments of the Company and its management about future events. The accuracy of such forward looking statements could be affected by such factors as, including but not limited to, the financial success or changing conditions or strategies of the Company’s customers or vendors, fluctuations in interest rates, actions of government regulators, the availability of capital and personnel or general conditions.
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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.
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| | | SOUTH STREET FINANCIAL CORP. |
| | |
| Date: March 20, 2007 | | By: | | /s/ Christopher Cranford |
| | | | Christopher Cranford |
| | | | Chief Financial Officer |
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EXHIBIT INDEX
| | |
| Exhibit No. | | Description |
| 99.1 | | Press Release of South Street Financial Corp., dated March 20, 2007 |
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