UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):June 13, 2016
CAROLINA FINANCIAL CORPORATION
(Exact Name of Registrant As Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-19029 | 57-1039637 |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
| 288 Meeting Street, Charleston, South Carolina | 29401 |
| (Address of Principal Executive Offices) | (Zip Code) |
(843) 723-7700
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
x 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 8.01. Other Events
On June 13, 2016, Carolina Financial Corporation (the “Company”) issued a new release announcing the completion of its previously announced merger with Congaree Bancshares, Inc.
Additional Information About the Congaree Acquisition and Where to Find It
Carolina Financial has filed relevant documents concerning the Congaree acquisition with the SEC, including a registration statement on Form S-4 which includes a proxy statement/prospectus. Shareholders of Congaree can obtain a free copy of the proxy statement/prospectus, as well as other filings by Carolina Financial, at the SEC’s internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that are incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, by directing a request to Carolina Financial Corporation, 288 Meeting Street, Charleston, SC 29401, Attention: William A. Gehman, III, Executive Vice President and Chief Financial Officer.
SHAREHOLDERS OF CONGAREE ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC REGARDING THE TRANSACTION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
| 99.1 | News Release dated June 13, 2016 |
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.
| CAROLINA FINANCIAL CORPORATION, | |||
| Registrant | |||
| By: | /s/ William A. Gehman, III | ||
| Name: | William A. Gehman, III | ||
| Title: | Chief Financial Officer | ||
Dated: June 13, 2016