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) MAY 5, 2006
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NBOG BANCORPORATION, INC.
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(Exact Name of Registrant as Specified in Its Charter)
GEORGIA
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(State or Other Jurisdiction of Incorporation)
001-16413 58-2554464
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(Commission File Number) (IRS Employer Identification No.)
807 DORSEY STREET, GAINESVILLE, GEORGIA 30501
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(Address of Principal Executive Offices) (Zip Code)
(770) 297-8060
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(Registrant's Telephone Number, Including Area Code)
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)
[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))
ITEM 1.01. Entry into a Material Definitive Agreement.
As previously announced, on May 5, 2006, NBOG Bancorporation, Inc. ("NBOG")
and Nuestra Tarjeta de Servicios, Inc. ("NTS") entered into an Agreement and
Plan of Merger (the "Merger Agreement"), that provides, among other things, for
NBOG to be merged with and into NTS in a two-step merger (the "Merger").
Under the terms of the Merger Agreement, the aggregate merger consideration
payable to NBOG shareholders and option holders will equal $6,500,000 less
various amounts incurred prior to closing, which include the cost of tail
insurance, payments, if any, for termination fees and similar change in control
payments, and legal, accounting, investment advisor and any similar fees
incurred by NBOG in connection with the Merger.
The Merger Agreement also provides that all outstanding NBOG stock options
and warrants, whether vested or unvested, will immediately and fully vest and
convert into the right to receive the spread between the shareholder
consideration and the exercise price. All warrants and options with exercise
prices greater than the shareholder consideration will be cancelled without
consideration.
Completion of the Merger is subject to various closing conditions,
including (a) approval of the Merger Agreement by the shareholders of NBOG and,
if necessary, NTS; (b) receipt of requisite regulatory approvals; (c) NBOG
maintaining an allowance for loan losses of not less than 3.0% of outstanding
loans; (d) NTS obtaining financing to consummate the Merger; (e) absence of any
law or order prohibiting the completion of the Merger; (f) subject to certain
exceptions, the accuracy of the representations and warranties of the other
party; and (g) material compliance by the other party with its covenants.
In connection with the execution of the Merger Agreement, NTS entered into
Shareholder Support Agreements, dated as of May 5, 2006 (the "Support
Agreements"), with the executive officer and directors of NBOG. Under the
Support Agreements, the executive officer and directors agreed to vote their
shares of NBOG common stock in favor of the Merger and agreed that they will not
vote those shares in favor of another acquisition transaction.
The Merger Agreement contains certain termination rights for both NBOG and
NTS and further provides that, upon termination of the Merger Agreement under
specified circumstances, NBOG may be required to pay NTS a cash termination fee
of $350,000.
NBOG Bancorporation will be filing a proxy statement concerning the
transaction with the SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors will be able to obtain the documents free of charge at
the SEC's web site, www.sec.gov. In addition, documents filed with the SEC by
NBOG Bancorporation will be available free of charge from the Corporate
Secretary of NBOG Bancorporation at 807 Dorsey Street, Gainesville, Georgia
30501, Telephone (770) 297-8060. SHAREHOLDERS SHOULD READ THE PROXY STATEMENT
CAREFULLY BEFORE MAKING A DECISION CONCERNING THE ACQUISITION OF NBOG
BANCORPORATION, INC.
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.
NBOG BANCORPORATION, INC.
Dated: May 11, 2006.
By: /s/ W. Bryan Hendrix
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Name: W. Bryan Hendrix
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Title: Chief Financial Officer
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