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): October 30, 2009
GREATER ATLANTIC FINANCIAL CORP.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-26467 54-1873112
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
10700 Parkridge Boulevard, Suite P50, Reston, VA 20191
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(Address of Principal Executive Offices) Zip Code)
Registrant's telephone number, including area code: (703) 391-1300
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Not Applicable
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(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):
[ ] 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 June 15, 2009, Greater Atlantic Financial Corp. ("GAFC") entered into a
definitive Agreement and Plan of Merger with MidAtlantic Bancorp, Inc., a
Virginia corporation ("MidAtlantic") and GAF Merger Corp., a Virginia
corporation formed to facilitate the merger ("Acquisition Sub"). Pursuant to the
Agreement and Plan of Merger, MidAtlantic will acquire GAFC.
Section 7.1(d) of the Agreement and Plan of Merger provided that the Board
of Directors of GAFC or MidAtlantic could terminate the Agreement and Plan of
Merger in the event the merger was not consummated by September 30, 2009. On
September 29, 2009, GAFC, MidAtlantic and Acquisition Sub entered into the First
Amendment to the Agreement and Plan of Merger extending to October 31, 2009 the
date on which the Agreement and Plan of Merger could be terminated if the merger
was not consummated. On October 30, 2009, GAFC, MidAtlantic and Acquisition Sub
entered into the Second Amendment to the Agreement and Plan of Merger ("Second
Amendment") to extend to November 15, 2009 the date on which the Agreement and
Plan of Merger may be terminated if the merger is not consummated.
The foregoing summary is qualified by reference to the complete text of the
Second Amendment, which is filed as Exhibit 2.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits.
Exhibit 2.1 Second Amendment of Agreement and Plan of Merger, dated as
of October 30, 2009
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.
Greater Atlantic Financial Corp.
Date: November 2, 2009 By: /s/ Carroll E. Amos
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Carroll E. Amos
President and Chief Executive Officer