8-K 1 bf5449.htm FORM 8-K

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): April 19, 2006

BANCSHARES OF FLORIDA, INC.


(Exact name of registrant as specified in its charter)


Florida

 

333-74997

 

59-3535315


 


 


(State or other jurisdiction
Of incorporation)

 

Commission
File Number

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

1185 Immokalee Road, Naples, Florida

 

34110


 


(address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number:   (239) 254-2100

 

 

 

 


(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 Instructions A.2. below):

x

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



ITEM 2.02.

Results of Operation and Financial Condition.

On April 19, 2006, Bancshares of Florida, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2006.   A copy of the press release is furnished as Exhibit 99.1 to this report.

ITEM 8.01.

Other Events.

The Press Release referred to under Item 2.01 may also be deemed to be offering materials of the Company in connection with its proposed acquisition of Bristol Bank, on the terms and subject to the conditions in the Agreement and Plan of Merger dated March 7, 2006, between the Company and Bristol Bank. The Company and Bristol Bank shareholders and other investors are urged to read the Proxy Statement/Prospectus that will be included in the Registration Statement on Form S-4, which Bancshares will file with the Securities and Exchange Commission in connection with the proposed merger, because it will contain important information about the Company, Bristol Bank, the merger, the solicitation of proxies in the merger, and related matters.

ITEM 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is being furnished with this Report:

99.1          Press Release (solely furnished and not filed for purposes of Item 9.01).



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 hereunto duly authorized.

 

Bancshares of Florida, Inc.

 

(Registrant)

 

 

Date: April 19, 2006

 

 

/s/  Tracy L. Keegan

 


 

Tracy L. Keegan

 

Executive Vice President and Chief Financial Officer