Atlantic Southern Financial (ASFN) Inactive
Filed: 4 Mar 05, 12:00am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K/A
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 4, 2005 (January 3, 2005)
NSB HOLDINGS, INC.
(Exact name of registrant as specified in charter)
Georgia |
| 000-51112 |
| 20-2118147 |
(State or other |
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4077 Forsyth Road, Macon, Georgia |
| 31210 | ||
(Address of principal executive offices) |
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Registrant’s telephone number, including area code: 478-745-7720 | ||||
Not Applicable
(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 2.01 Acquisition and Disposition of Assets.
(a) As a result of the reorganization (described in Item 5.01), NSB Holdings, Inc. (the “Registrant”) acquired ownership of 100% of New Southern Bank (the “Bank”) as of January 3, 2005. See 5.01 below.
(b) The Registrant will use the Bank to conduct a general banking business.
Item 5.01. Changes in Control of the Registrant.
(a) The Bank reorganized into a one-bank holding company structure, effective January 3, 2005. The Bank now is a wholly-owned subsidiary of the Registrant. The reorganization occurred under the terms of an Agreement and Plan of Share Exchange between the Bank and the Registrant dated as of January 26, 2004, (the “Plan”). The Plan provided that each outstanding share of Bank common stock, except for shares held by shareholders who exercised their dissenters’ rights, would be exchanged for one share of Registrant common stock. The common stock is deemed registered under Section 12(g) of the Securities Exchange Act of 1934.
As a result of the reorganization, the former shareholders of the Bank acquired control of the Registrant. The amount and source of the consideration were the 1,355,102 shares of Bank common stock outstanding and owned by the shareholders. The basis of the shareholders’ control is their ownership of 100% of Registrant’s outstanding common stock. The effective date of the reorganization was January 3, 2005. The shareholders who now control the Registrant assumed control of the Registrant from Mark A. Stevens, who was its sole shareholder.
(b) The Registrant does not know of any arrangement, including any pledge by any person of securities of the Registrant, the operation of which may at a subsequent date result in a change in control of the Registrant.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Financial statements of the Registrant required by this item attached as Exhibit 99.1 and 99.2 filed herewith.
(b) Pro Forma Financial Information.
The Registrant was formed on January 26, 2004 to serve as a holding company for the Bank. During the period from inception to December 31, 2003, the activities of the Registrant were limited to organization of the Registrant as a bank holding company and securing the necessary regulatory approvals to acquire the common stock of the Bank as described in Item 5.01. As of December 31, 2004, total assets of the Registrant were $5.00 and expenses incurred in the period from inception through December 31, 2003 were $39,795.69. There were no revenues recorded in the accounts in the period from inception through December 31, 2004. Both total assets and expenses of the Registrant are immaterial to the financial position and results of operations of the Bank, respectively. Therefore, pro forma financial information required to be furnished pursuant to Article 11 of Regulation S-X is not meaningful and is therefore not included in this amended Current Report on Form 8-K.
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(c) Exhibits.
2. Agreement and Plan of Share Exchange, dated as of January 26, 2004, between the Bank and the Registrant.(1/)
23.1 Consent of Thigpen, Jones, Seaton & Co., P.C.
99.1 Financial Statements of New Southern Bank for December 31, 2004 and 2003 (with Independent Accountant’s Report Thereon).
99.2 Financial Statements of New Southern Bank for December 31, 2003 and 2002 (with Independent Accountant’s Report Thereon).
(1/) Previously filed as an exhibit to Current Report on Form 8-K filed January 7, 2004.
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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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| NSB HOLDINGS, INC. | ||||
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| By: | /s/ Mark A. Stevens |
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| Mark A. Stevens | |||
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| President and Chief Executive Officer | |||
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| Date: | March 4, 2005 |
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