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) SEPTEMBER 29, 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)
[ ] 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 3.02. Unregistered Sales of Equity Securities.
On September 29, 2006, NBOG Bancorporation, Inc. ("NBOG") entered into
subscription agreements with each of its directors, whereby each director agreed
to purchase 3,000 shares of NBOG's newly designated Series A Preferred Stock, no
par value (the "Series A Preferred Stock"), for $10.00 per share. As a result,
NBOG sold 21,000 shares of Series A Preferred Stock for a total of $210,000.
NBOG intends to use the proceeds of this offering to increase the capital of The
National Bank of Gainesville in order to comply with regulatory capital
requirements. NBOG anticipates requesting approval from the Federal Reserve to
redeem the shares of Series A Preferred Stock at their purchase price ($210,000)
upon consummation of the pending merger with El Banco Financial Corporation
(previously Nuestra Tarjeta de Servicios, Inc.) ("El Banco"). El Banco has
agreed to assume half of the cost for the redemption of the Series A Preferred
Stock, with the remaining half reducing the merger consideration to be received
by NBOG shareholders in the merger.
ITEM 3.03. Material Modifications to Rights of Security Holders.
On September 29, 2006, NBOG amended its articles of incorporation to
provide for the terms of the Series A Preferred Stock. The amendment authorized
50,000 shares of Series A Preferred Stock to be designated out of the existing
10,000,000 shares of authorized blank check preferred stock. The Series A
Preferred Stock ranks senior to NBOG's existing common stock with respect to
dividend rights and rights of liquidation, dissolution or winding up of NBOG.
The Series A Preferred Stock does not provide for a stated dividend rate,
instead providing that if a dividend is paid on the common stock of NBOG, then
an equivalent dividend must be paid on the Series A Preferred Stock. It is not
anticipated that any dividend will be paid to the holders of either the NBOG
common stock or Series A Preferred Stock. The foregoing description of the terms
of the Series A Preferred Stock is qualified in its entirety by reference to the
full text of the amendment filed as Exhibit 3.1 hereto.
ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On September 29, 2006, NBOG amended its articles of incorporation to
provide for the terms of the Series A Preferred Stock and to authorize the
issuance of 50,000 shares. The Series A Preferred Stock is non-cumulative
perpetual preferred stock and will be treated as Tier 1 capital under existing
Federal Reserve regulations. The Series A Preferred Stock is generally
non-voting and cannot be converted into common stock of NBOG. NBOG has the
right, subject to Federal Reserve approval, to redeem the shares for their
purchase price plus accrued dividends, if any. The foregoing description of the
terms of the Series A Preferred Stock is qualified in its entirety by reference
to the full text of the amendment filed as Exhibit 3.1 hereto.
ITEM 8.01. Other Events
The contemplated redemption of the Series A Preferred Stock described in
Item 3.02 above will result in a reduction of the per share merger consideration
to be paid by El Banco to the holders of NBOG common stock, including NBOG's
directors. The directors of NBOG believe that the issuance of the Series A
Preferred Stock is in the best interests of NBOG's affiliated and unaffiliated
shareholders because the additional capital provided from the issuance will
maintain The National Bank of Gainesville's compliance with mandated regulatory
capital levels.
ITEM 9.01. Financial Statements and Exhibits.
EXHIBIT NO. DESCRIPTION
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3.1 Articles of Amendment to the NBOG Bancorporation, Inc.
Articles of Incorporation.
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: October 4, 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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