FIDELITY SOUTHERN CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-07-01: Form 8-K; Period of report 2019-06-28; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 2.01.
- 2019-06-17: Form 8-K; Period of report 2019-06-17; Description 8.01 Other Events; Details 8.01.
- 2019-06-12: Form 8-K; Period of report 2019-06-10; Description 8.01 Other Events; Details 8.01.
- 2019-05-07: Form 8-K; Period of report 2019-05-06; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-07-01 | 8-K | 2019-06-28 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.01 The information set forth in the Introductory Note and Item 3.01 of this Report is incorporated herein by reference. 3.01 On July 1, 2019, Fidelity notified the NASDAQ Stock Market (“NASDAQ”) that the Merger had been completed and requested that NASDAQ (i) suspend trading of the Fidelity Common Stock on NASDAQ effective as of July 1, 2019, (ii) withdraw the Fidelity Common Stock from listing on NASDAQ and (iii) file with the Securities and Exchange Commission (the “SEC”) a notification of delisting and deregistration of the Fidelity Common Stock under Section 12(b) of the Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 At the Effective Time, shareholders of Fidelity immediately prior to the completion of the Merger ceased to have any rights as shareholders of Fidelity other than the right to receive the merger consideration in accordance with the Merger Agreement. 5.01 The information set forth in the Introductory Note, Item 2.01 and Item 3.01 of this Report is incorporated herein by reference. 5.02 On July 1, 2019, effective upon the consummation of the Merger, Fidelity’s directors and executive officers ceased serving in such capacities. 8.01 On July 1, 2019, Ameris issued a press release announcing the completion of the Merger, a copy of which is attached to this Report as Exhibit 99.1 and incorporated into this Report by reference. | tv524572_8k.htm |
| 2019-06-17 | 8-K | 2019-06-17 | 8.01 Other Events | 8.01 On June 17, 2019, Fidelity Southern Corporation (“Fidelity”) issued a press release announcing its Board of Directors on June 17, 2019 approved the distribution of a quarterly cash dividend of $.12 per share on its Common Stock. | tv523683_8k.htm |
| 2019-06-12 | 8-K | 2019-06-10 | 8.01 Other Events | 8.01 On June 10, 2019, Ameris Bancorp, a Georgia corporation (“Ameris”) received regulatory approval from the Board of Governors of the Federal Reserve System to complete the transactions contemplated by the Agreement and Plan of Merger, dated as of December 17, 2018, by and between Fidelity Southern Corporation, a Georgia corporation (“Fidelity”) and Ameris (the “Merger Agreement”). | tv523440_8k.htm |
| 2019-05-07 | 8-K | 2019-05-06 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 6, 2019, Fidelity Southern Corporation, a Georgia corporation (“Fidelity”), held a special meeting of its shareholders (the “Fidelity special meeting”) in Atlanta, Georgia. | tv520918_8k.htm |
| 2019-05-06 | 8-K | 2019-05-06 | 8.01 Other Events | 8.01 On May 6, 2019, Fidelity Southern Corporation, a Georgia corporation (“Fidelity”), and Ameris Bancorp, a Georgia corporation (“Ameris”) issued a joint press release announcing that, at their respective special meetings of shareholders held on May 6, 2019, shareholders of both companies have voted to approve all proposals necessary to complete the merger of Fidelity with and into Ameris (the “Merger”). | tv520783_8k.htm |
| 2019-04-30 | 8-K/A | 2019-04-26 | 8.01 Other Events | 8.01 The defendants believe that the Actions are without merit, and deny that any further disclosure beyond that already contained in the Registration Statement and the Definitive Proxy Statement is required under applicable law to supplement the Registration Statement and the Definitive Proxy Statement included therein which has been disseminated to Fidelity and Ameris stockholders. | tv520137_8ka.htm |
| 2019-04-26 | 8-K | 2019-04-26 | 8.01 Other Events | 8.01 As previously disclosed, on December 17, 2018, Fidelity Southern Corporation, a Georgia corporation (“Fidelity”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ameris Bancorp, a Georgia corporation (“Ameris”), pursuant to which, among other things, upon the terms and subject to the conditions set forth therein, Fidelity will merge with and into Ameris (the “Merger”), with Ameris surviving the Merger. | tv519761_8k.htm |
| 2019-04-19 | 8-K | 2019-04-19 | 8.01 Other Events | 8.01 On April 19, 2019, Fidelity Southern Corporation (“Fidelity”) issued a press release announcing its Board of Directors on April 18, 2019 approved the distribution of a quarterly cash dividend of $.12 per share on its Common Stock. | qe3312019-dividend.htm |
| 2019-04-19 | 8-K | 2019-04-19 | 2.02 Results of Operations and Financial Condition | 2.02 On April 18, 2019, Fidelity Southern Corporation (“Fidelity”) issued a press release announcing its results of operations and financial condition for the quarter ended March 31, 2019. | lionqe331198k-earnings.htm |
| 2019-01-18 | 8-K | 2019-01-18 | 8.01 Other Events | 8.01 On January 18, 2019, Fidelity Southern Corporation (“Fidelity”) issued a press release announcing its Board of Directors on January 17, 2019 approved the distribution of a quarterly cash dividend of $.12 per share on its Common Stock. | qe12312018-dividend.htm |
| 2019-01-18 | 8-K | 2019-01-18 | 2.02 Results of Operations and Financial Condition | 2.02 On January 17, 2019, Fidelity Southern Corporation (“Fidelity”) issued a press release announcing its results of operations and financial condition for the quarter ended December 31, 2018. | lionqe1231188k-earnings.htm |