cor8k1207.htm
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):
December
5, 2007
Summit
Financial Group, Inc.
(Exact
name of registrant as specified in its charter)
West
Virginia No.
0-16587
55-0672148
(State or other jurisdiction
of (Commission
File
Number) (I.R.S.
Employer
incorporation or
organization) Identification
No.)
300
North Main Street
Moorefield,
West Virginia 26836
(Address
of Principal Executive Offices)
(304)
530-1000
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or 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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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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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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Section
1 – Registrant’s Business and Operations
Item 1.01
Entry into a Material Definitive Agreement
Effective
December 6, 2007, Summit Financial Group, Inc. (“Summit”) and Greater Atlantic
Financial Corp. (“GAFC”), the holding company for Greater Atlantic Bank (“GAB”),
amended Section 9.01(c) of their Agreement and Plan of Reorganization dated
as
of April 12, 2007 (the Agreement”), providing for the merger of GAFC with and
into Summit (the “Merger”). The amendment to Section 9.01(c)
extends to March 31, 2008, the date on which the Agreement may be terminated
if
the Merger is not consummated by that date. Accordingly, Summit now
anticipates closing on its acquisition of GAFC in the first quarter of
2008.
A
copy of
the amendment is attached as Exhibit 2.1 and incorporated herein by
reference.
On
December 5, 2007, Summit exercised the cash alternative provided in the Letter
of Intent dated November 21, 2007, by and among Summit, Danny L. Wiginton,
Commonwealth Savingshares Corporation, SOUTHBank FSB, and Corinthian Mortgage
Corporation (the “Letter of Intent”). As previously disclosed, Summit
entered into the Letter of Intent to settle the civil action styled
Corinthian Mortgage Corporation v. Summit Financial LLC et al.. (the
“Litigation”).
Under
the
Letter of Intent, Summit and CSC agreed to negotiate in an effort to enter
into
a definitive merger agreement to purchase CSC for a combination of stock and
cash equal to $52.5 million. However, at any time prior to execution
of a definitive merger agreement, Summit, CSC, and CSC’s principal shareholder
(Danny L. Wiginton) each had the right, in its or his sole discretion to choose
not to pursue the acquisition of CSC by Summit and to terminate the Letter
of
Intent. In such case, Summit would pay Corinthian, CSC and Wiginton
the total sum of $10.5 million as consideration (i) for settling the Litigation
and (ii) as a break-up fee.
After
due
consideration, Summit believes exercise of the cash alternative is in the best
interests of Summit and its shareholders. Accordingly, Summit has
elected to pay to Corinthian, CSC and Wiginton the total sum of $10.5
million. $1.25 million of this total amount will be paid by Summit’s
insurance carrier.
As
a
result of the settlement, Summit will recognize a one-time after-tax charge
in
fourth quarter of 2007 of $5.7 million ($9.25 million pre- tax).
FORWARD-LOOKING
STATEMENTS
This
filing contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
include, but are not limited to, statements about (i) the actual amount of
the
charge to be recognized by Summit (ii) Summit’s plans,
objectives, expectations and intentions and other statements contained in this
filing that are not historical facts; and (iii) other statements identified
by words such as “expects” “anticipates”, “intends”, “plans”, “believes”,
“seeks”, “estimates”, “targets”, “projects”, “approximately” or words of similar
meaning generally intended to identify forward-looking
statements. These forward-looking statements are based upon the
current beliefs and expectations of the respective management of Summit and
are
inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond the control of
Summit. In addition, these forward-looking statements are subject to
assumptions with respect to future business strategies and decisions that are
subject to change. Actual results may differ materially from the
anticipated results discussed in these forward-looking statements because of
possible uncertainties.
Additional
factors, that could cause actual results to differ materially from those
expressed in the forward-looking statements are discussed in Summit’s reports
(such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K) filed with the Securities and Exchange Commission and
available on the SEC’s Internet site (http://www.sec.gov).
Summit
cautions that the foregoing list of factors is not exclusive. All subsequent
written and oral forward-looking statements concerning the proposed transaction
or other matters attributable to Summit or any person acting on their behalf
are expressly
qualified in their entirety by the cautionary statements above. Summit does
not
undertake any obligation to update any forward-looking statement to reflect
circumstances or events that occur after the date the forward-looking statements
are made.
Additional
Information and Where to Find It
Shareholders
of Greater Atlantic and other investors are urged to read the proxy
statement/prospectus included in the registration statement on Form S-4 that
Summit has filed with the Securities and Exchange Commission, but which has
not
yet been declared effective, in connection with the proposed merger, because
it
contains important information about Summit, Greater Atlantic, the merger,
the
persons soliciting proxies in the merger and their interests in the merger
and
related matters. Investors are able to obtain all documents filed with the
SEC
by Summit free of charge at the SEC’s Internet site
(http://www.sec.gov). In addition, documents filed with the SEC by
Summit are available free of charge from the Assistant Secretary of Summit
Financial Group, Inc., 300 N. Main Street, Moorefield, West Virginia 26836;
telephone (304) 530-1000.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibit:
2.1 Amendment
to Agreement and Plan of Reorganization dated as of December 6,
2007
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
SUMMIT
FINANCIAL GROUP, INC.
Date: December
10,
2007 By:
/s/ Robert S. Tissue
Robert S. Tissue
Senior Vice President &
Chief Financial Officer