Atlantic Southern Financial (ASFN) Inactive
Filed: 8 Apr 08, 12:00am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
(Mark One)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the fiscal year ended December 31, 2007 |
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the transition period from to |
Commission File No. 000-51112
ATLANTIC SOUTHERN FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Georgia |
| 20-2118147 |
(State of Incorporation) |
| (I.R.S. Employer Identification No.) |
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1701 Bass Road, Macon, GA |
| 31210 |
(Address of principal executive offices) |
| (Zip Code) |
(478) 476-2170
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $5.00 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes o No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer x Non-accelerated filer o Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of the registrant’s outstanding common stock held by nonaffiliates of the registrant as of June 30, 2007, was approximately $142,572,125. There were 4,151,780 shares of the registrant’s common stock outstanding as of March 11, 2008.
DOCUMENTS INCORPORATED BY REFERENCE
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Proxy Statement for the 2008 Annual Meeting of Shareholders |
| Part III |
EXPLANATORY NOTE
This Form 10-K/A constitutes Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2007 (the “Form 10-K”), filed by the Registrant with the Commission on March 14, 2008. The sole purpose of this amendment is to amend the Registrant’s response to Item 15 of the Form 10-K to incorporate by reference certain compensation documents previously filed with the Commission. The Registrant’s response to Item 15 is restated herein in its entirety. There are no other changes made by this Amendment No. 1.
Item 15. | Exhibits and Financial Statement Schedules |
(a) (1) |
| The list of all financial statements is included at Item 8. |
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(a) (2) |
| The financial statement schedules are either included in the financial statements or are not applicable. |
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(a) (3) |
| Exhibits Required by Item 601. The following exhibits are attached hereto or incorporated by reference herein (numbered to correspond to Item 601(a) of Regulation S-K, as promulgated by the Securities and Exchange Commission): |
Exhibit |
| Description |
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2.1 |
| Agreement and Plan of Reorganization by and among Atlantic Southern Financial Group, Inc., Atlantic Southern Bank, CenterState Banks of Florida, Inc., and CenterState Bank Mid Florida, dated as of August 10, 2007. (1) |
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3.1 |
| Articles of Incorporation. (2) |
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3.2 |
| Bylaws. (2) |
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4.1 |
| Indenture between the Registrant and Wilmington Trust Company (the Trustee”), dated as of April 28, 2005. (3) |
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4.2 |
| Guarantee Agreement between the Registrant and the Trustee, dated as of April 28, 2005. (3) |
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4.3 |
| Amended and Restated Declaration of Trust among the Registrant, the Trustee and certain Administrative Trustees, dated as of April 28, 2005. (3) |
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10.1* |
| Employment Agreement dated October 6, 2005, among Atlantic Southern Bank, Atlantic Southern Financial Group and Mark A. Stevens. (2) |
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10.2* |
| Employment Agreement dated November 7, 2001, among Atlantic Southern Bank, Atlantic Southern Financial Group and Gary P. Hall. (2) |
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10.3* |
| Employment Agreement dated July 10, 2003, among Atlantic Southern Bank, Atlantic Southern Financial Group and Carol Soto. (2) |
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10.4* |
| Executive Bonus Agreement dated January 1, 2005, among Atlantic Southern Bank, Atlantic Southern Financial Group and Brandon L. Mercer. (2) |
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10.5* |
| 2007 Stock Incentive Plan. (4) |
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10.6* |
| Form of Organizer’s Warrant Agreement. (2) |
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10.7* |
| Salary Continuation Agreement dated November 1, 2005 by and between Atlantic Southern Financial Group and Mark Stevens.(5) |
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10.8* |
| Salary Continuation Agreement dated November 1, 2005 by and between Atlantic Southern Financial Group and Gary Hall. (5) |
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10.9* |
| Salary Continuation Agreement dated November 1, 2005 by and between Atlantic Southern Financial Group and Carol Soto. (5) |
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10.10* |
| Salary Continuation Agreement dated November 1, 2005 by and between Atlantic Southern Financial Group and Brandon Mercer. (5) |
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21.1 |
| Subsidiaries of the Registrant. (2) |
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31.1 |
| Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934. |
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31.2 |
| Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities and Exchange Act of 1934. |
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32.1 |
| Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934. |
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32.2 |
| Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934. |
(1) |
| Incorporated by reference to Atlantic Southern’s Current Report on Form 8-K dated November 30, 2007 File No. |
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| 001-33395. |
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(2) |
| Incorporated by reference to Atlantic Southern’s Registration Statement on Form S-1 dated January 19, 2006 File No. |
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| 333-130542. |
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(3) |
| Incorporated by reference to Atlantic Southern’s Current Report on Form 8-K dated April 28, 2005 File No. 000-51112. |
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(4) |
| Incorporated by reference to the Definitive Proxy Statement of Atlantic Southern for the 2007 annual meeting of shareholders on Schedule 14A, as filed with the Commission on April 27, 2006 File No. 001-33395. |
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(5) |
| Incorporated by reference to Pre-Effective Amendment No. 1 to Atlantic Southern’s Registration Statement on Form S-1/A dated March 21, 2006 File No. 333-131155. |
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* |
| The indicated exhibit is a compensatory plan required to be filed as an exhibit to this Form 10-K |
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(b) |
| The Exhibits not incorporated by reference herein are submitted as a separate part of this report. |
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(c) |
| The financial statement schedules are either included in the financial statements or are not applicable. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ATLANTIC SOUTHERN FINANCIAL GROUP, 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: April 8, 2008 | |
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