SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): March 19, 2012
IBERIABANK CORPORATION
(Exact name of Registrant as Specified in Charter)
| Louisiana | 0-25756 | 72-1280718 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
200 West Congress Street, Lafayette, Louisiana 70501
(Address of Principal Executive Offices)
(337) 521-4003
Registrant’s telephone number, including area code
NOT APPLICABLE
(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:
| x | 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 March 19, 2012, IBERIABANK Corporation (“IBKC”) and Florida Gulf Bancorp, Inc. (“FGBC”) announced that FGBC would merge with and into IBKC pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of March 19, 2012. The transaction, which was approved by the boards of directors of both companies, is subject to normal regulatory approvals and the approval of FGBC’s shareholders.
The Merger Agreement and related press release are filed as Exhibits 2.1 and 99.1, respectively, to this Report and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
Supplemental information regarding proposed acquisition of FGBC. Exhibit 99.2 to this Report is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| Exhibit 2.1 |
- | Agreement and Plan of Merger, dated as of March 19, 2012, between IBKC and FGBC. | ||
| Exhibit 99.1 |
- | Press Release dated March 19, 2012, announcing Merger Agreement with FGBC. | ||
| Exhibit 99.2 |
- | Supplemental Information dated March 19, 2012. | ||
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.
| IBERIABANK CORPORATION | ||||||||
| DATE: March 19, 2012 | By: | /s/ Daryl G. Byrd | ||||||
| Daryl G. Byrd | ||||||||
| President and Chief Executive Officer | ||||||||
EXHIBIT INDEX
| Exhibit |
||
| 2.1 | Agreement and Plan of Merger, dated as of March 19, 2012, between IBKC and FGBC. | |
| 99.1 | Press Release dated March 19, 2012, announcing Merger Agreement with FGBC. | |
| 99.2 | Supplemental Information dated March 19, 2012. | |