First Charter Corporation
As filed with the Securities and Exchange Commission on November 3, 2006
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 1, 2006
FIRST CHARTER CORPORATION
(Exact name of registrant as specified in its charter)
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North Carolina
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0-15829
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56-1355866 |
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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.) |
10200 David Taylor Drive, Charlotte, North Carolina 28262-2373
(Address, including zip code, of principal executive offices)
(704) 688-4300
(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):
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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)) |
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
Effective November 1, 2006, GBC Bancorp, Inc., a Georgia corporation (GBC), merged (the
Merger) with and into First Charter Corporation, a North Carolina corporation and the registrant
hereunder (First Charter), pursuant to the Agreement and Plan of Merger dated as of June 1, 2006
(the Merger Agreement). As a result of the Merger, each outstanding share of GBC common stock
was converted into the right to receive, at the election of the holder of the GBC share, either
$47.74 in cash, 1.989 shares of First Charter common stock, or a combination of cash and First
Charter common stock. All elections by GBC shareholders are subject to the allocation and
proration procedures described in the Merger Agreement. These procedures are intended to ensure
that 70% of the outstanding shares of GBC common stock will be converted into the right to receive
First Charter common stock, and the remaining 30% of the outstanding shares of GBC common stock
will be converted into the right to receive cash. The aggregate consideration payable in the Merger
will consist of approximately $30.6 million in cash and
approximately 2,975,000 shares of First Charter common
stock.
First Charters Registration Statement on Form S-4/A, as filed with and declared effective by
the Securities and Exchange Commission on August 30, 2006 (Registration No. 333-135847), sets forth
information regarding the Merger, including a description of the Merger Agreement, the
consideration payable to GBCs shareholders, any material relationships between GBC and First
Charter or any officer or director of First Charter or any associate of any such officer or
director, and the nature of GBCs business.
On November 1, 2006, First Charter issued a news release announcing the completion of the
Merger. A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS.
In the Merger Agreement First Charter agreed to appoint a mutually acceptable GBC candidate to
the First Charter Board of Directors. Pursuant to this provision of the Merger Agreement, at its
October 25, 2006 meeting the First Charter Board of Directors took action to increase the number of
Directors by one to 17 and elect Richard F. Combs to the Board, each effective as of the effective
time of the Merger (November 1, 2006). Mr. Combs was elected to a term expiring at First Charters
2007 Annual Meeting of Shareholders. Mr. Combs served as a director of GBC since its formation and
is the CEO of Excella International Corp., a company focused on the development of advanced
oxidation processes for the food preparation business. There were no transactions to which First
Charter or any of its subsidiaries is a party and in which Mr. Combs or any member of his immediate
family had a material interest that are required to be disclosed under Item 404(a) of Regulation
S-K.
On November 1, 2006, First Charter issued a news release announcing that Mr. Combs has been
elected to the First Charter Board of Directors. A copy of the news release is attached as Exhibit
99.1 to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
The required audited financial statements of GBC as of and for the fiscal year ended December 31,
2005 are incorporated herein by reference to Exhibit 99.2.
The required unaudited financial statements of GBC as of and for the six months ended June 30, 2006
are incorporated herein by reference to Exhibit 99.3.
(b) Pro Forma Financial Information.
The required pro forma financial information as of and for the fiscal year ended December 31, 2005
and as of and for the six months ended June 30, 2006 are incorporated herein by reference to
Exhibit 99.4.
(d) Exhibits.
The following exhibits are filed herewith:
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EXHIBIT NO. |
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DESCRIPTION OF EXHIBIT |
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2.1
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Agreement and Plan of Merger dated June 1, 2006 by and between
First Charter Corporation and GBC Bancorp, Inc. (incorporated
by reference to Exhibit 2.1 of the registrants Current Report
on Form 8-K filed with the Securities and Exchange Commission
on June 6, 2006). |
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23.1
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Consent of Mauldin & Jenkins, LLP. |
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99.1
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News release dated November 1, 2006 announcing the completion
of the Merger and the election of Mr. Richard F. Combs to the
First Charter Board of Directors. |
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99.2
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Audited financial statements of GBC Bancorp, Inc. as of and
for the fiscal year ended December 31, 2005. |
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99.3
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Unaudited financial statements of GBC Bancorp, Inc. as of and
for the six months ended June 30, 2006. |
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99.4
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Unaudited pro forma condensed combined financial information
as of and for the fiscal year ended December 31, 2005 and as
of and for the six months ended June 30, 2006, and related
notes. |
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 thereunto duly authorized.
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FIRST CHARTER CORPORATION
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By:
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/s/ Stephen J. Antal |
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Stephen J. Antal
Executive Vice President, General Counsel
and Secretary |
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Dated: November 3, 2006
INDEX TO EXHIBITS
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EXHIBIT NO. |
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DESCRIPTION OF EXHIBIT |
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2.1
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Agreement and Plan of Merger dated June 1, 2006 by and
between First Charter Corporation and GBC Bancorp, Inc.
(incorporated by reference to Exhibit 2.1 of the
registrants Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 6, 2006). |
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23.1
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Consent of Mauldin & Jenkins, LLP. |
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99.1
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News release dated November 1, 2006 announcing the
completion of the Merger and the election of Mr. Richard
F. Combs to the First Charter Board of Directors. |
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99.2
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Audited financial statements of GBC Bancorp, Inc. as of
and for the fiscal year ended December 31, 2005. |
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99.3
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Unaudited financial statements of GBC Bancorp, Inc. as of
and for the six months ended June 30, 2006. |
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99.4
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Unaudited pro forma condensed combined financial
information as of and for the fiscal year ended December
31, 2005 and as of and for the six months ended June 30,
2006, and related notes. |