UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 20, 2007
HERITAGE FINANCIAL GROUP
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(Exact name of Registrant as specified in its charter)
United States 000-51305 45-0479535
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
310 West Oglethorpe Boulevard, Albany, Georgia 31701
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(Address of principal executive offices)
(229) 420-0000
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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:
|_| 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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
On February 20, 2007, T. Heath Fountain was officially appointed by the
Company's Board of Directors to the role of Chief Financial Officer of the
Corporation.
As announced in November 2006, Fountain succeeds Tammy W. Burdette, who
continues as an executive officer of the Company, but is assuming a new role
focused on risk management, information security and operational efficiencies.
Burdette's salary and benefits package will remain unchanged through December
31, 2007, however, by mutual consent with the Company, her employment agreement
has terminated.
Fountain, age 31, joined the Company in 2003 as an investment advisor with
its wholly owned subsidiary, HeritageBank of the South, and moved into the
accounting area of the Company in January 2006. In June, he was promoted to
Controller and Director of Investor Relations. From 2000 to 2003, Fountain was
an investment advisor with Synovus. From 1997 to 2000, he was an auditor with
Mauldin & Jenkins, CPAs. Fountain is a graduate of University of Georgia,
holding a degree in accounting. He is a Certified Public Accountant.
Fountain's annual salary as Chief Financial Officer presently is $90,150
and is subject to future review and increase as appropriate. He is expected
participate in the Company's bonus program and may receive additional stock
options and/or grants in the future as approved by the Compensation Committee of
the Board of Directors. Additionally, he participates in the Company's customary
benefit plans and programs.
There were no understandings or arrangements with any person regarding
Fountain's appointment as Chief Financial Officer, and there are no family
relationships between he and any other officer or director of the Company. He
has not participated in any transactions with the Company that, in the
aggregate, exceed $120,000.
ITEM 8.01. OTHER EVENTS
In a press release issued on February 22, 2007, the Company also announced
that its Board of Directors has authorized a new stock repurchase program to
replace the one just completed. Under the new program, the Company will purchase
up to 300,000 shares, or approximately 10% of its currently outstanding publicly
held shares of common stock. The repurchases may be made from time to time in
open-market or negotiated transactions as deemed appropriate by the Company and
will depend on market conditions. The new program will expire in February 2008
unless completed sooner or otherwise extended.
The full text of the press release is set forth in Exhibit 99.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99 Press Release dated February 22, 2007.
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.
HERITAGE FINANCIAL GROUP
Date: February 22, 2007 By: /s/ O. Leonard Dorminey
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O. Leonard Dorminey
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number Description of Exhibit(s)
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99 Copy of press release issued by the Company on February 22, 2007.