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): August 31, 2004
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SOUTHERN HERITAGE BANCSHARES, INC.
(as successor in interest to Southern Heritage Bank)
(Exact Name of Registrant as Specified in Charter)
Tennessee To Be Assigned 42-1627829
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Nunber) Identification Number)
Incorporation or
Organization)
3020 Keith Street, N.W., Cleveland, Tennessee 37312
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (423) 473-7980
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N/A
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(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 (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))
Section 8 - Other Events
Item 8.01 Other Events.
Registration of Securities Under Rule 12g-3
Under the Securities Exchange Act of 1934, as amended
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On May 20, 2004, the shareholders of Southern Heritage Bank ("Southern
Heritage Bank") approved a Plan of Share Exchange (the "Plan of Share Exchange")
between Southern Heritage Bancshares, Inc. (the "Registrant") and Southern
Heritage Bank whereby the common shares of Southern Heritage Bank were
exchanged, on a one for one basis, for common shares of the Registrant. The
shares were exchanged on a one for one basis, with no additional consideration
being exchanged in connection with this transaction. The exchange became
effective on August 31, 2004, and, as a result, Southern Heritage Bank became a
wholly-owned subsidiary of the Registrant.
The shareholders of Southern Heritage Bank common stock received
substantially the same proportional share interest in the Registrant as they
held in Southern Heritage Bank. Moreover, the acquisition of Southern Heritage
Bank by the Registrant occurred solely as part of a reorganization in which
holders of Southern Heritage Bank shares exchanged their shares for shares of
common stock in the Registrant, which owned no significant assets other than the
securities of Southern Heritage Bank. Hence, the Registrant has substantially
the same assets and liabilities as Southern Heritage Bank had prior to the share
exchange. The 1,024,720 shares of common stock of the Registrant issued in
connection with this reorganization were exempt from registration under the
Securities Act of 1933, as amended, pursuant to Section 3(a)(12) thereunder.
As a result of the reorganization, the Registrant is the successor
issuer to Southern Heritage Bank, as provided in Rule 12g-3 of the Securities
Exchange Act of 1934 (the "Exchange Act"). Prior to this reorganization,
Southern Heritage Bank was subject to the information requirements of the
Exchange Act and, in accordance with Section 12(i) thereof, was required to file
reports and other financial information with the FDIC. Such reports and other
information filed by Southern Heritage Bank with the FDIC may be inspected and
copied at the public reference facilities of the FDIC, at 801 17th Street, NW,
Room 100, Washington, D.C. 20434. Copies of such material can be obtained from
the FDIC at prescribed rates by addressing written requests for such copies to
the FDIC, Registration and Disclosure Section, 550 17th Street, N.W.,
Washington, D.C. 20429. After the completion of the transaction, Southern
Heritage Bank had only one (1) record shareholder, which allowed Southern
Heritage Bank to deregister its common stock and discontinue the filing of
periodic reports with the FDIC pursuant to the Exchange Act. As of the date of
this filing, Southern Heritage Bank has filed the appropriate documents to
deregister its securities with the FDIC pursuant to the Exchange Act.
This Form 8-K is being filed by the Registrant as the initial report of
the Registrant to the Securities and Exchange Commission (the "Commission") and
as notice that the Registrant is the successor issuer to Southern Heritage Bank
under Rule 12g-3 of the Exchange Act. Pursuant to this Rule 12g-3, the common
stock of the Registrant is deemed to be registered under Section 12(g) of the
Exchange Act. As a result, the Registrant is thereby subject to the information
requirements of the Exchange Act and the rules and regulations promulgated
thereunder, and in accordance therewith will file reports, proxy statements and
other information with the Commission.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements
Not applicable
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
EXHIBIT DESCRIPTION
2.1 Articles of Share Exchange of Southern Heritage Bank
and Southern Heritage Bancshares, Inc. as filed on
August 31, 2004.
2.2 Plan of Share Exchange dated as of August 23, 2004
between Southern Heritage Bank and Southern Heritage
Bancshares, Inc.
3.1 Charter of Southern Heritage Bancshares, Inc.
3.2 By-laws of Southern Heritage Bancshares, Inc.
4.1 Form of Southern Heritage Bancshares, Inc. Common
Stock Certificate
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.
SOUTHERN HERITAGE BANCSHARES, INC.
Dated: August 31, 2004 By: /S/ J. Lee Stewart
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J. Lee Stewart
Chief Executive Officer and President