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 19, 2006
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ISLANDS BANCORP
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(Exact Name of Registrant as Specified in Its Charter)
SOUTH CAROLINA
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(State or Other Jurisdiction of Incorporation)
000-29267 57-1082388
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(Commission File Number) (IRS Employer Identification No.)
2348 BOUNDARY STREET, BEAUFORT, SOUTH CAROLINA 29902
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(Address of Principal Executive Offices) (Zip Code)
(843) 521-1968
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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
On December 19, 2006, Islands Bancorp ( "Islands") and its subsidiary bank,
Islands Community Bank, N.A., executed Amendment No. 1 (the "Amendment") to the
Agreement and Plan of Merger, dated August 15, 2006 (the "Agreement"), with
Ameris Bancorp ("Ameris") and its subsidiary bank, Ameris Bank (f/k/a American
Banking Company). The Amendment extends the deadline for Islands shareholders
to submit their elections to receive cash, Ameris common stock, or a combination
thereof as consideration under the Agreement. The Amendment also clarifies that
only certain benefit plans of Islands will be terminated in connection with the
merger of Islands with Ameris.
The Agreement is incorporated herein by reference to Islands' report on
Form 8-K filed with the Commission on August 21, 2006. A copy of the Amendment
is attached as Exhibit 2.2.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 2.1 - Agreement and Plan of Merger among Islands and Islands
Community Bank, N.A., on the one hand, and Ameris and
Ameris Bank (f/k/a American Banking Company), on the
other hand, dated August 15, 2006 (incorporated by
reference to Exhibit 2.1 to Islands' report on Form 8-K
(File No. 000-29267), filed with the Commission on
August 21, 2006).
Exhibit 2.2 - Amendment No. 1 to the Agreement and Plan of Merger
among Islands and Islands Community Bank, N.A., on the
one hand, and Ameris and Ameris Bank (f/k/a American
Banking Company), on the other hand, dated December 19,
2006.
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.
ISLANDS BANCORP
By: /s/ John R. Perrill
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Name: John R. Perrill
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Title: Acting Chief Executive Officer
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Dated: December 19, 2006
EXHIBIT INDEX
Exhibit 2.1 - Agreement and Plan of Merger among Islands and Islands
Community Bank, N.A., on the one hand, and Ameris and
Ameris Bank (f/k/a American Banking Company), on the
other hand, dated August 15, 2006 (incorporated by
reference to Exhibit 2.1 to Islands' report on Form 8-K
(File No. 000-29267), filed with the Commission on
August 21, 2006).
Exhibit 2.2 - Amendment No. 1 to the Agreement and Plan of Merger
among Islands and Islands Community Bank, N.A., on the
one hand, and Ameris and Ameris Bank (f/k/a American
Banking Company), on the other hand, dated December 19,
2006.