UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 29, 2018
Ameris Bancorp
(Exact Name of Registrant as Specified in Charter)
| Georgia | 001-13901 | 58-1456434 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 310 First Street, S.E., Moultrie, Georgia | 31768 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (229) 890-1111
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
EXPLANATORY NOTE
Ameris Bancorp (the “Company”) filed a Current Report on Form 8-K on July 2, 2018 (the “Original Report”) to report, among other things, the completion of its previously announced merger with Hamilton State Bancshares, Inc. (“Hamilton”). This Amendment No. 1 to the Original Report (“Amendment No. 1”) amends and restates in its entirety Item 9.01 of the Original Report to include the consolidated financial statements of Hamilton pursuant to Item 9.01(a) of Form 8-K and the unaudited pro forma financial information pursuant to Item 9.01(b) of Form 8-K that were excluded from the Original Report. This Amendment No. 1 makes no other amendments to the Original Report.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Attached hereto as Exhibits 99.2 and 99.3 are the audited financial statements of Hamilton and the unaudited quarterly financial statements of Hamilton, respectively, as required by this Item 9.01(a). Such financial statements are incorporated by reference into this Item 9.01(a).
(b) Pro Forma Financial Information.
Attached hereto as Exhibit 99.4 is the unaudited pro forma condensed consolidated financial statements reflecting the Merger as required by this Item 9.01(b). Such financial statements are incorporated by reference into this Item 9.01(b).
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| AMERIS BANCORP | ||
| By: | /s/ Nicole S. Stokes | |
| Nicole S. Stokes | ||
| Executive Vice President and Chief Financial Officer | ||
Date: September 12, 2018