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): December 22, 2004
The Bancorp, Inc.
(Exact name of registrant as specified in its chapter)
Delaware 333-117385 23-3016517
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
405 Silverside Road, Wilmington, Delaware 19809
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 302-385-5000
__________________________________________________________
(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))
ITEMS 1.01 AND 2.01--ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT AND COMPLETION
OF ACQUISITION OR DISPOSITION OF ASSETS.
On December 31, 2004, The Bancorp, Inc. (the "Company") and its
subsidiary, The Bancorp Bank (the "Bank"), entered into an agreement and plan of
merger with James C. Hartman and Arrow Holdings, a Wisconsin general
partnership, (collectively, the "Shareholders") pursuant to which Mears Motor
Livery Corporation, a Florida corporation ("Mears") merged with and into the
Bank (the "Mears Acquisition"). Mears is an automobile leasing business based in
Orlando, Florida.
The principal terms of the Mears Acquisition were as follows:
o As consideration for their Mears stock, the Shareholders received
in the aggregate:
o 253,126 shares of the Company's common stock (the "Common
Stock") and
o $1,000,000 in cash.
o The Shareholders placed in escrow an aggregate of 45,790 shares
of the Common Stock. A balance sheet for Mears as of December 31,
2004 will be prepared after the closing. If that balance sheet
discloses current earnings of less than $800,000, the
Shareholders will forfeit shares of Common Stock in an amount
equal to the difference between $800,000 and the actual current
earnings, based on a value for each share of Common Stock of
$16.00.
o The Bancorp, Inc. will file a registration statement with the
Securities and Exchange Commission to register the resale by the
Shareholders of their Common Stock and keep the registration
statement effective until the earlier of the date on which the
Shareholders have disposed of all of their Common Stock or the
date on which they can freely resell their Common Stock pursuant
to Rule 144(k) promulgated under the Securities Act of 1933.
The merger was effective on January 3, 2005. The Bank had provided
Mears with lease financing through the merger effective date.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On December 22, 2004, pursuant to an agreement and plan of merger dated
July 8, 2004, the Company completed a reorganization whereby the Bank, a 32.7%
owned subsidiary, was merged with and into the Company's wholly-owned
subsidiary, TBI Acquisition Bank, a Delaware banking corporation (the
"Reorganization"). The surviving entity changed its name to The Bancorp Bank and
is a wholly-owned subsidiary of the Company. Each share of common stock of the
Bank became 1.15 shares of the Company's common stock as a result of the
Reorganization. The officers and directors of the Bank and the Company remained
unchanged as a result of the Reorganization. A total of 8,265,625 shares of the
Company's common stock was issued as a result of the Reorganization, without
giving effect to any dissenters rights or the cashing-out of fractional shares.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
Consideration for the Mears Acquisition, described in Item 1.01 above,
partially consisted of 253,126 common shares of the Company, par value $1.00.
This sale of unregistered securities was exempt under Section 4(2) of the
Securities Act as the transaction did not involve a public offering.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
I. Mears Acquisition. The required financial statements will
be filed with an amendment to this report within the time period required by
Item 9.01(a)(4).
II. Reorganization. The Bank's audited balance sheets as of
December 31, 2002 and 2003 and its audited statements of operations, statements
of changes in shareholders' equity and statements of cash flows for the years
ended December 31, 2001, 2002 and 2003 were included in the Company's
Registration Statement on Form S-4 (Reg. No. 333-117385) (the "Registration
Statement") and are incorporated herein by this reference. Financial statements
for the Bank as of and for the nine months ended September 30, 2004 are attached
to this report as Exhibit 99.1.
(b) Pro Forma Financial Information.
I. Mears Acquisition. The required pro forma financial
information will be filed with an amendment to this report within the time
period required by Item 9.01(b)(2).
II. Reorganization. Pro forma financial information relating
to the Company and the Bank as of and for the year ended December 31, 2003 was
included in the Registration Statement and is incorporated herein by this
reference. The other required pro forma financial information will be filed with
an amendment to this report within the time period required by Item 9.01(b)(2).
(c) Exhibits
Exhibit No. Description
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2.1 Mears Acquisition Agreement and Plan of Merger
2.2 Reorganization Agreement and Plan of Merger*
99.1 Financial statements for the Bank as of and
for the nine months ended September 30, 2004.
* Previously filed as Annex A to the Registration Statement
and by this reference incorporated herein.
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 thereunto duly authorized.
Date: January 6, 2005 THE BANCORP, INC.
/S/ Marty Egan
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Marty Egan, Senior Vice President,
Chief Financial Officer and Secretary