UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 16, 2004
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SCBT FINANCIAL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
South Carolina 001-12669 57-079935
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
520 Gervais Street, Columbia, South Carolina 29201-2175
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (800) 277-2175
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(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[X] 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 communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
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On December 16, 2004, SCBT Financial Corporation ("SCBT") entered into an
Agreement and Plan of Merger (the "Agreement"), by and between SCBT and New
Commerce BanCorp ("NCB"), pursuant to which, among other things, NCB will be
merged with and into SCBT.
Pursuant to the Agreement, SCBT will pay an aggregate purchase price in the
merger of approximately $20.2 million in cash. The consummation of the merger is
subject to regulatory approval and the approval of NCB's shareholders, along
with other customary closing conditions.
Pursuant to General Instruction F to the Securities and Exchange
Commission's (the "Commission") Form 8-K, a copy of the Agreement is attached
hereto as Exhibit 2.1 and is incorporated into this Item 1.01 by this reference.
Item 8.01. Other Events.
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On December 17, 2004, SCBT issued a press release announcing that SCBT and
NCB have entered into the Agreement, as described in this Current Report under
Item 1.01. Pursuant to General Instruction F to the Commission's Form 8-K, a
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
into this Item 8.01 by this reference.
Item 9.01. Financial Statements and Exhibits.
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(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of December 16,
2004, by and between SCBT Financial Corporation and New
Commerce BanCorp.
99.1 Press release issued on December 17, 2004.
SIGNATURE
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.
SCBT Financial Corporation
By: /s/ Richard C. Mathis
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Richard C. Mathis
Executive Vice President and
Chief Financial Officer
Date: December 17, 2004
INDEX TO EXHIBITS
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Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of December 16, 2004,
by and between SCBT Financial Corporation and New Commerce
BanCorp.
99.1 Press release issued on December 17, 2004.