As Filed with the United States Securities and Exchange Commission on September 1, 2006.
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
September 1, 2006
Date of Report (Date of Earliest Event Reported)
MID-AMERICA BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
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| Tennessee | | 333-134247 | | 16-1754596 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 7651 Highway 70 South, Nashville, Tennessee | | 37221 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(615) 646-4556
(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:
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Section 1 — Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Registrant previously reported its entry into one certain material definitive agreement in the form of that certain Agreement and Plan of Reorganization and Share Exchange (“Agreement”) dated January 19, 2006, by and among Registrant, Bank of the South, and PrimeTrust Bank in its Registration Statement on Form S-4, Commission File No. 333-134247 (“Registration Statement”), initially filed on May 18, 2006. As noted in Section 2 of this Current Report, Registrant consummated the share exchange (“Share Exchange”) described in the Agreement and the Registration Statement on September 1, 2006.
Section 2 — Financial Information
Item 2.01 Completion of Acquisition of Assets.
Registrant completed the Share Exchange as follows:
| | (a) | | Registrant completed the Share Exchange on September 1, 2006; |
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| | (b) | | Registrant acquired all (100%) of the shares of the common stocks of PrimeTrust Bank, Nashville, Tennessee, and Bank of the South, Mt. Juliet, Tennessee (“Bank Shares”); |
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| | (c) | | Registrant acquired the Bank Shares from the non-dissenting holders of the shares of the two banks pursuant to a share exchange in accordance with the terms of the Agreement, including directors and officers of the Registrant and its affiliates and from the associates of such directors and officers; |
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| | (d) | | Registrant acquired the Bank Shares for the consideration described in the Registration Statement, as provided in the Agreement, including the commitment to pay cash for fractional shares as provided in the Agreement; |
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| | (e) | | Registrant was formed by directors and officers of the two banks for the express purpose of acquiring the Bank Shares. No indebtedness was incurred in the transaction other than as reported in the Registration Statement; and |
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| | (f) | | Registrant is a business combination related shell company as defined in Rule 12-b under the Securities Exchange Act of 1934, as amended (17 CFR 240.12b-2) and, accordingly, is not required to provide the information called for by this part. |
As required by Rule 12g-3 (17 CFR Rule 240.12g-3), Registrant hereby indicates that it is the successor issuer of Bank of the South and PrimeTrust Bank pursuant to Rule 12g-3(c) (17 CFR Rule 240.12g-3(c)). Pursuant to Rule 12g-3(d) (17 CFR Rule 240.12g-3(d)), Registrant’s common stock issued to the shareholders of the two banks shall be deemed to be registered under Section 12(g) of the Securities Exchange Act of 1934 (“Act”), as amended. Previously, the common stock of the two banks had been registered under Section 12(g) of the Act and the banks filed reports and proxy materials with the Federal Deposit Insurance Corporation pursuant to the Act. It is intended that each bank will promptly deregister its common stock under Rule 12g-4(a)(1)(i) (17 CFR Rule 240.12g-4(a)(1)(i)) (or other governing provision) of the Act.
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Section 5 — Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Registrant has amended its bylaws by making specific reference to the Federal Deposit Insurance Act in Article VI on indemnification. A copy of the Amended and Restated Bylaws is included in this Current Report as Exhibit 3(ii) and 4.2.
| | (1) | | The Registrant’s bylaws were amended on August 29, 2006; |
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| | (2) | | The amendment expressly provided that the indemnification provisions of the bylaws were subject, inter alia, to limitations specified by the Federal Deposit Insurance Act. |
Section 7 — Regulation FD
Item 7.01 Regulation FD Disclosure.
Registrant has issued a press release announcing completion of the Share Exchange. A copy of the press release is included in this Current Report as Exhibit 99.1.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. The financial statements of the businesses acquired will be filed by amendment of this Current Report within 71 calendar days after the date that the initial report on this Current Report on Form 8-K must be filed.
(b) Pro forma financial information. Any pro forma financial information required by this part will be filed contemporaneously with the filing of required information specified by Item 9.01(a) of Form 8-K.
(d) Exhibits. The attached 3(ii) / 4.2 is filed pursuant to Item 601 of Regulation S-K or S-B and Instructions B.2 to Form 8-K. Exhibit 99.1, which is furnished pursuant to Item 7.01, is not to be considered “filed” under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and shall not be incorporated by reference into any of Registrant’s previous or future filings under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended:
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| Exhibit Number | | Description of Exhibit |
| 3(ii) | | Amended and Restated Bylaws of Registrant. |
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| 4.2 | | Amended and Restated Bylaws of Registrant (Incorporated by reference to Exhibit 3(ii). |
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| 99.1 | | Press Release dated September 1, 2006. |
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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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| | MID-AMERICA BANCSHARES, INC.
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| September 1, 2006 | By: | /s/ Gary L. Scott | |
| | | Gary L. Scott, Chairman and | |
| | | Chief Executive Officer | |
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