- Filing of certain prospectuses and communications in connection with business combination transactions (425)
08 Avril 2009 - 10:57PM
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 8, 2009
Yadkin
Valley Financial Corporation
(Exact name of registrant as specified in its charter)
North Carolina
(State or other jurisdiction of incorporation)
000-52099
|
|
20-4495993
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
|
|
209 North Bridge Street, Elkin, North Carolina
|
|
28621-3404
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(336) 526-6300
(Registrants telephone
number, including area code)
(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):
x
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 communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other
Events.
Attached
as Exhibit 99.1 hereto is a copy of a Joint Press Release Issued by Yadkin
Valley Financial Corporation and American Community Bancshares, Inc., dated
April 8, 2009.
Additional
Information About the Merger and Where to Find It
In
connection with the proposed merger, Yadkin Valley and American Community filed
with the Securities and Exchange Commission (the SEC) a registration
statement on Form S-4 containing a definitive joint proxy
statement/prospectus. The Form S-4 was declared effective by the SEC on January 16,
2009. In addition, a supplement to the
joint proxy statement/prospectus was filed on April 1, 2009. Each of
Yadkin Valley and American Community may also file with the SEC other documents
regarding the proposed merger. Shareholders may obtain a free copy of the joint
proxy statement/prospectus and the supplement to the joint proxy
statement/prospectus, as well as other filings containing information about Yadkin
Valley and American Community, at the SECs internet site (http://www.sec.gov).
Copies of the joint proxy statement/prospectus, the supplement to the joint
proxy statement/prospectus and the filings with the SEC that will be
incorporated by reference in the joint proxy statement/prospectus can also be
obtained, without charge, by directing a request to William A. Long, President
and CEO, Yadkin Valley Financial Corporation, 209 North Bridge Street, Elkin,
North Carolina 28621-3404, (336-526-6300), or to Randy P. Helton, President,
CEO, and Chairman, American Community Bancshares, Inc., 4500 Cameron
Valley Parkway, Suite 150, Charlotte, NC 28211, (704-225-8444), or by
accessing Yadkin Valleys website at http://www.yadkinvalleybank.com under Documents
within the Investor Relations section or American Communitys website at
http://www.americancommunitybank.com under About Us/Investor Relations/SEC
Filings.
The
information on Yadkin Valleys and American Communitys websites is not, and
shall not be deemed to be, a part of this letter or incorporated into other
filings either company makes with the SEC.
SHAREHOLDERS
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS, THE SUPPLEMENT TO THE
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC REGARDING THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT
INFORMATION.
Yadkin
Valley and American Community and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the shareholders of Yadkin Valley and American Community in connection with the
combination. Information about the directors and executive officers of Yadkin
Valley and their ownership of Yadkin Valley common stock is set forth in the
proxy statement, filed April 15, 2008, for Yadkin Valleys 2008 annual
meeting of shareholders, as filed with the SEC on Schedule 14A. Information
about the directors and executive officers of American Community and their
ownership of American Community common stock is set forth in the proxy
statement, filed April 17, 2008, for American Communitys 2008 annual
meeting of shareholders, as filed with the SEC on
2
Schedule
14A. Additional information regarding the interests of those participants may
be obtained by reading the joint definitive proxy statement/prospectus
regarding the proposed transaction and the supplement thereto.
FORWARD LOOKING STATEMENTS
This
filing contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements include but are not
limited to (1) statements about the benefits of the combination of Yadkin
Valley and American Community, including future financial and operating
results, cost savings, and enhanced revenues, (2) statements with respect to
Yadkin Valleys and American Communitys plans, objectives, expectations and
intentions and other statements that are not historical facts, and (3) other
statements identified by words such as believes, expects, anticipates,
estimates, intends, plans, targets, and projects, as well as similar
expressions. These statements are based upon the current beliefs and
expectations of Yadkin Valleys and American Communitys management and are
subject to significant risks and uncertainties. Actual results may differ from
those set forth in the forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d)
|
Exhibits
|
|
|
|
|
|
Exhibit 99.1
|
Attached as Exhibit 99.1
hereto is a copy of a Joint Press Release Issued by Yadkin Valley Financial
Corporation and American Community Bancshares, Inc., dated April 8, 2009.
|
3
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.
|
|
YADKIN VALLEY FINANCIAL CORPORATION
|
|
|
|
|
|
Dated: April 8, 2009
|
By:
|
/s/ Edwin E. Laws
|
|
|
Edwin E. Laws
|
|
|
Chief Financial Officer
|
4
EXHIBIT INDEX
Exhibit
|
|
|
Number
|
|
Description
|
|
|
|
Exhibit 99.1
|
|
Attached as Exhibit 99.1 hereto is a copy of a Joint
Press Release Issued by Yadkin Valley Financial Corporation and American Community
Bancshares, Inc., dated April 8, 2009.
|
5
Ace Global Business Acqu... (NASDAQ:ACBA)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Ace Global Business Acqu... (NASDAQ:ACBA)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024