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): December 31, 2014
FRANKLIN FINANCIAL NETWORK, INC.
(Exact name of registrant as specified in charter)
| | | | |
| Tennessee | | 333-193951 | | 20-8839445 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
722 Columbia Avenue, Franklin, Tennessee 37064
(Address of Principal Executive Offices)
615-236-2265
(Registrant’s Telephone Number, Including Area Code)
(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:
| ¨ | 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)) |
| Item 1.01. | Entry Into a Material Definitive Agreement. |
On December 31, 2014, Franklin Financial Network, Inc. (the “Company”) entered into an Asset Purchase and Sale Agreement by and between BCG Consulting, LLC (“Purchaser”), Banc Compliance Group, Inc., a wholly-owned subsidiary of the Company (“BCG”), and the Company (the “Agreement”). Pursuant to the Agreement, BCG sold substantially all its assets to Purchaser for a purchase price of $162,964.25. The foregoing summary of the Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The information set forth in Item 1.01 of this Current Report on Form 8-K, and Exhibit 10.1 to this Current Report on Form 8-K, are incorporated in this Item 2.01 by reference.
| Item 7.01. | Regulation FD Disclosure. |
On January 2, 2015, the Company issued a press release announcing the sale of BCG. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure, including Exhibit 99.1 and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
If financial statements are required by Item 9.01(a) of Form 8-K, the Company will file them by amendment within 71 calendar days after the date upon which this Current Report on Form 8-K must be filed.
(b) Pro Forma Financial Information.
If pro forma financial information is required by Item 9.01(b) of Form 8-K, the Company will file such information by amendment within 71 calendar days after the date upon which this Current Report on Form 8-K must be filed.
(d) Exhibits.
| | |
Exhibit
Number | | Description |
| |
| 10.1 | | Asset Purchase and Sale Agreement, by and between BCG Consulting, LLC, Banc Compliance Group, Inc. and Franklin Financial Network, Inc. |
| |
| 99.1 | | Press Release, dated January 2, 2015 |
SIGNATURE
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.
Date: January 2, 2015
| | |
| FRANKLIN FINANCIAL NETWORK, INC. |
| |
| By: | | /s/ Sally P. Kimble |
| | Sally P. Kimble |
| | Chief Financial Officer |
2
EXHIBIT INDEX
| | |
Exhibit
Number | | Description |
| |
| 10.1 | | Asset Purchase and Sale Agreement, by and between BCG Consulting, LLC, Banc Compliance Group, Inc. and Franklin Financial Network, Inc. |
| |
| 99.1 | | Press Release, dated January 2, 2015 |
