SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): January 19, 2006
DEKALB BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
Incorporated under the Commission File No. 000-50466 I.R.S. Employer
laws of South Carolina Identification No.
61-1444253
631 West DeKalb Street
Camden, South Carolina 29020
(Address of principal executive offices)
Telephone: 803-432-7575
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)
[X] 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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On January 19, 2006, First Community Corporation ("First Community"), the
parent holding company for First Community Bank, entered into an agreement and
plan of merger (the "Agreement") with DeKalb Bankshares, Inc. ("DeKalb"), the
parent holding company for The Bank of Camden. Pursuant to the agreement, DeKalb
will be merged with and into First Community and The Bank of Camden will be
merged with and into First Community Bank. Each share of DeKalb common stock
will be converted into the right to receive $3.875 in cash and 0.60705 shares of
First Community common stock. Assuming no DeKalb shareholders exercise
dissenters' rights, and assuming the total number of outstanding shares of
DeKalb common stock immediately prior to the effective time is 610,139, First
Community will issue an aggregate of 370,384 shares of stock and $2,364,289 in
cash. The boards of directors of both parties have approved the merger
agreement, and the merger agreement and the transactions contemplated thereby
are subject to the approval of the DeKalb shareholders, regulatory approvals,
and other customary closing conditions. The foregoing description of the merger
agreement does not purport to be complete and is qualified in its entirety by
reference to the complete text of the merger agreement. Simultaneously with the
Agreement, First Community Bank, The Bank of Camden and DeKalb entered into an
employment agreement with William C. Bochette, III, the chief executive officer
of DeKalb which provides for Mr. Bochette's employment by First Community Bank
subsequent to the consummation of the merger
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
First Community and DeKalb Bankshares will be filing relevant documents
concerning the transaction with the Securities and Exchange Commission,
including a registration statement on Form S-4 which will include a proxy
statement/prospectus. Shareholders will be able to obtain a free copy of the
proxy statement/prospectus, as well as other filings containing information
about First Community and DeKalb Bankshares, at the Securities and Exchange
Commission's internet site (http://www.sec.gov). Copies of the proxy
statement/prospectus and the filings with the Securities and Exchange Commission
that will be incorporated by reference in the proxy statement/prospectus can
also be obtained, without charge, by directing a request to First Community
Corporation, 5455 Sunset Blvd., Lexington, South Carolina 29072, Attention:
Michael C. Crapps, or DeKalb Bankshares, Inc., 631 West DeKalb Street, Camden,
South Carolina 29020, Attention: William C. Bochette III.
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION REGARDING
THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
The directors and executive officers of First Community and DeKalb Bankshares
and other persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed merger. Information regarding First
Community's directors and executive officers is available in its definitive
proxy statement (form type DEF 14A) filed with the SEC on April 15, 2005.
Information regarding DeKalb Bankshares' directors and executive officers is
available in its definitive proxy statement (form type DEF 14A) filed with the
SEC on March 8, 2005. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with the SEC when
they become available.
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.
DEKALB BANKSHARES, INC.
(Registrant)
Date: January 23, 2006 By: s/William C. Bochette, III
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William C. Bochette, III
Chief Executive Officer, President,
and Chief Financial Officer