UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): September 30, 2014
HERITAGE FINANCIAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
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Maryland (State or Other Jurisdiction of Incorporation) | 001-34902 (Commission File Number) | 38-3814230 (I.R.S. Employer Identification No.) |
721 North Westover Boulevard, Albany, Georgia 31707
(Address of principal executive offices)
(229) 420-0000
Registrant's telephone number, including area code
Not Applicable
(Former Name or former address, if changed since last report)
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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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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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EXPLANATORY NOTE: On December 15, 2014, Heritage Financial Group, Inc. (the “Company”) filed an Amendment No. 1 to the Current Report on Form 8-K filed on September 30, 2014 to include the financial statements and unaudited pro forma financial information referred to in Items 9.01(a) and (b) below relating to the Company’s acquisition of Alarion Financial Services, Inc. (“Alarion”). The Company is filing amendment No. 2 to the Current Report on Form 8-K filed on September 30, 2014 to include a revised consent from Alarion’s independent accountants and to rename Exhibit 99.1 to Exhibit 99.3, which was due to a technological error.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Audited financial statements of Alarion as of and for the fiscal year ended December 31, 2013 are attached hereto as Exhibit 99.1. Unaudited financial statements of Alarion as of and for the nine-month period ended September 30, 2014 are attached hereto as Exhibit 99.2.
(b) Pro Forma Financial Information.
The required pro forma financial information as of and for the nine-month period ended September 30, 2014 and the twelve-month period ended December 31, 2013 is attached hereto as Exhibit 99.3.
(d) Exhibits
Exhibit No. | | Description |
23.1 | | Consent of Independent Auditors. |
99.1 | | Audited financial statements of Alarion as of and for the fiscal year ended December 31, 2013 (incorporated by reference to Heritage’s Form S-4 (File No. 333-196396), filed with the SEC on May 30, 2014). |
99.2 | | Unaudited financial statements of Alarion as of for the nine-month period ended September 30, 2014. |
99.3 | | Pro forma financial information as of and for the nine-month period ended September 30, 2014 and the twelve-month period ended December 31, 2013.1 |
1Furnished, not filed. | |
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.
HERITAGE FINANCIAL GROUP, INC.
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Date: December 16, 2014 | | By: /s/T. Heath Fountain |
| | T. Heath Fountain |
| | Executive Vice President and |
| | Chief Financial Officer |
