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) OCTOBER 25, 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 1.01. Entry into a Material Definitive Agreement.
On October 25, 2006, El Banco Financial Corporation and NBOG
Bancorporation, Inc. mutually agreed to terminate their pending merger
agreement. The parties concluded that receipt of regulatory approval would not
be forthcoming on a timely enough basis to satisfy each side's business
requirements. Under the terms of a termination agreement, both parties agreed to
release any claims they may have against the other and that no termination fee
would be paid by either party.
The foregoing description of the Termination Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Agreement filed as Exhibit 10.1 hereto.
ITEM 1.02. Termination of a Material Definitive Agreement.
On October 25, 2006, El Banco Financial Corporation and NBOG
Bancorporation, Inc. mutually agreed to terminate their pending merger
agreement. The parties concluded that receipt of regulatory approval would not
be forthcoming on a timely enough basis to satisfy each side's business
requirements. Under the terms of a termination agreement, both parties agreed to
release any claims they may have against the other and that no termination fee
would be paid by either party.
The foregoing description of the Termination Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Agreement filed as Exhibit 10.1 hereto.
ITEM 5.02. Appointment of Principal Officer.
On October 25, 2006, Allen Smith, was named President of The National
Bank of Gainesville and principal executive officer of NBOG Bancorporation, Inc.
Prior to this appointment, Mr. Smith had served as a consultant to the Company
and its Board of Directors. Mr. Smith has also previously served as Interim
Chief Executive and Financial Officer of the Company. Pursuant to the terms of
the consulting arrangement with the Company, Mr. Smith will continue to be paid
$125 per hour for his services.
The Company's officers, and the businesses and other organizations with
which they are associated, from time to time may have banking transactions in
the ordinary course of business with the Bank and the Company. The Bank's policy
is that any loans or other commitments to those persons or entities be made in
accordance with applicable law and on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons or entities of similar standing. All
transactions with affiliates must be on terms no less favorable than could be
obtained from an unaffiliated third party and must be approved by a majority of
directors including a majority of disinterested directors.
In addition, each loan by the Bank to any officer, director or
controlling person of the Bank or any of its affiliates may be made only in
compliance with the following conditions:
The loan:
o must be evidenced by a promissory note naming the Bank as payee
and must contain an annual percentage rate which is reasonably
comparable to that normally charged to non-affiliates by other
commercial lenders for similar loans made in the Bank's locale;
o must be repaid according to appropriate amortization schedules and
contain default provisions comparable to those normally used by
other commercial lenders for similar loans made to non-affiliates
in the Bank's locale;
o must be made only if credit reports and financial statements, or
other reasonable investigation appropriate in light of the nature
and terms of the loan and which meet the loan policies normally
used by other commercial lenders for similar loans made to
non-affiliates in the Bank's locale, show the loan to be
collectible and the borrower a satisfactory credit risk; and
o the purpose of the loan and the disbursement of proceeds are
reviewed and monitored in a manner comparable to that normally
used by other commercial lenders for similar loans made in the
Bank's locale.
ITEM 7.01. Regulation FD Disclosure.
Information is being furnished in Exhibit 99.1 with respect to a letter
to be mailed to shareholders of NBOG Bancorporation, Inc. beginning October 26,
2006.
ITEM 9.01. Financial Statements and Exhibits.
EXHIBIT NO. DESCRIPTION
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10.1 Termination Agreement by and between El Banco Financial
Corporation and NBOG Bancorporation, Inc., dated as of
October 25, 2006.
99.1 Letter to Shareholders, dated October 26, 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.
NBOG BANCORPORATION, INC.
Dated: October 25, 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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