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): November 22, 2005
SEACOAST
BANKING CORPORATION OF FLORIDA
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
| Florida
|
|
000-13660
|
|
59-2260678 |
| |
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.) |
| |
|
|
| 815 Colorado Avenue, Stuart, Florida
|
|
34994 |
| |
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (772) 287-4000
(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:
þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On November 22, 2005, Seacoast Banking Corporation of Florida (“Seacoast”) entered
into an Agreement and Plan of Merger, dated as of November 22, 2005 (the “Agreement”), by
and between Seacoast and Big Lake Financial Corporation (“Big Lake”), pursuant to which,
among other things, Big Lake will be merged (the “Merger”) with and into Seacoast.
Pursuant to the Agreement, Seacoast will issue 1,775,000 shares of Seacoast common stock to
Big Lake’s shareholders in exchange for their Big Lake shares. Big Lake shareholders will not
recognize any gain or loss for federal income tax purposes on their shares of Big Lake common stock
exchanged for Seacoast common stock. The consummation of the Merger is subject to regulatory
approval and the approval of Big Lake’s shareholders.
Pursuant to General Instruction F to the Securities and Exchange Commission’s (the
“Commission”) Form 8-K, a copy of the Agreement is attached hereto as Exhibit 2.1 and is
incorporated into this Item 1.01 by this reference.
Item 8.01. Other Events.
On November 22, 2005, Seacoast issued a press release (the “Press Release”) announcing
that Seacoast and Big Lake had entered into the Agreement, as described in Item 1.01 of this
Current Report. Pursuant to General Instruction F to the Commission’s Form 8-K, a copy of the
Press Release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by this
reference.
Seacoast also scheduled an investor conference call on November 28, 2005 to discuss the
Merger. Pursuant to General Instruction F to the Commission’s Form 8-K, the slide show
presentation referenced and made available in connection with the investor conference call is
attached hereto as Exhibit 99.2 and is incorporated into this Item 8.01 by this reference, and is
also available on Seacoast’s Internet website.
All information included in the Press Release and the slide show presentation is presented as
of the respective dates thereof, and Seacoast does not assume any obligation to correct or update
such information in the future.
-2-