- Filing of certain prospectuses and communications in connection with business combination transactions (425)
2011年4月28日 - 8:02PM
Edgar (US Regulatory)
UNITED STATES
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): April 28, 2011
Park Sterling Corporation
(Exact name of registrant as specified in its charter)
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North Carolina
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001-35032
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27-4107242
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1043 E. Morehead Street,
Suite 201, Charlotte, NC
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28204
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(704) 716-2134
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. Results of Operations and Financial Condition.
On April 28, 2011, Park Sterling Corporation (Park Sterling) announced its financial results for
the first quarter ended March 31, 2011. A copy of the related press release is furnished as
Exhibit 99.1. The information included herein, as well as Exhibit 99.1 referenced herein, shall not
be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), nor shall it be deemed incorporated by reference in filings under the
Securities Act of 1933, as amended (the Securities Act).
Item 7.01. Regulation FD Disclosure.
On April 28, 2011, Park Sterling will hold an investor conference call to disclose its financial
results for the first quarter ended March 31, 2011. A copy of the slide package prepared for use by
executive management for this presentation is furnished as Exhibit 99.2. All of the information in
the presentation is presented as of April 28, 2011, and Park Sterling does not assume any
obligation to update such information in the future.
The information included in the preceding paragraph, as well as Exhibit 99.2 referenced therein,
shall not be deemed filed for purposes of Section 18 of the Exchange Act nor shall it be deemed
incorporated by reference in filings under the Securities Act.
Item 8.01. Other Events.
For the purposes of Rule 425 of the Securities Act, the information contained in the press release
and the slide package furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, relating
solely to the proposed merger between Park Sterling and Community Capital Corporation (Community
Capital) is being filed under this Item 8.01.
Additional Information About the Merger and Where To Find It
In connection with the proposed merger between Park Sterling and Community Capital, Park Sterling
will file with the Securities and Exchange Commission (the SEC) a Registration Statement on Form
S-4 that will include a Proxy Statement of Community Capital that also will constitute a Prospectus
of Park Sterling, as well as other relevant documents concerning the proposed transaction.
Shareholders are strongly urged to read the Registration Statement and the Proxy
Statement/Prospectus regarding the proposed merger when they become available and other relevant
documents filed with the SEC, as well as any amendments or supplements to those documents, because
they will contain important information regarding the proposed merger.
A free copy of the Proxy Statement/Prospectus, as well as other filings containing information
about Park Sterling and Community Capital, may be obtained after their filing at the SECs Internet
site (http://www.sec.gov). In addition, free copies of documents filed with the SEC may be obtained
on the respective websites of Park Sterling and Community Capital at www.parksterlingbank.com and
www.capitalbanksc.com.
This report does not constitute an offer to buy, or a solicitation to sell, shares of any security
or the solicitation of any proxies from the shareholders of Park Sterling or Community Capital.
Participants in Solicitation
Park Sterling and Community Capital and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from Community Capitals shareholders in
connection with the proposed merger. Information about the directors and executive officers of Park
Sterling and Community Capital and information about other persons who may be deemed participants
in this solicitation will be included in the Proxy Statement/Prospectus. Information about Park
Sterlings executive officers and directors can be found in Park Sterlings definitive proxy
statement in connection with its 2011 Annual Meeting of Shareholders filed with the SEC on April
12, 2011. Information about Community Capitals executive officers and directors can be found in
Community Capitals definitive proxy statement in connection with its 2010 Annual Meeting of
Shareholders filed with the SEC on April 21, 2010.
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Item 9.01. Financial Statements and Exhibits.
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Exhibit No.
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Exhibit Description
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99.1
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Press Release, dated April 28, 2011, with respect to Park
Sterlings financial results for the first quarter ended
March 31, 2011
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99.2
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Slide Package prepared for use in connection with Park
Sterlings conference call to be held on April 28, 2011
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SIGNATURE
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.
Date: April 28, 2011
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PARK STERLING CORPORATION
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By:
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/s/ David L. Gaines
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David L. Gaines
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Exhibit Description
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99.1
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Press Release, dated April 28, 2011, with
respect to Park Sterlings financial results
for the first quarter ended March 31, 2011
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99.2
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Slide Package prepared for use in connection
with Park Sterlings conference call to be
held on April 28, 2011
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5
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