8-K 1 form8k.htm HERITAGE FINANCIAL GROUP 8-K 11-24-2010 form8k.htm
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):  November 24, 2010

HERITAGE FINANCIAL GROUP
(Exact name of Registrant as specified in its charter)

United States
(State or Other Jurisdiction
of Incorporation)
000-51305
(Commission File Number)
45-0479535
(I.R.S. Employer
Identification No.)

721 North Westover Boulevard, Albany, Georgia  31707
(Address of principal executive offices)

(229) 420-0000
Registrant's telephone number, including area code

Not Applicable
(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)
   
¨
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))
 
 
 
 

ITEM 5.07. Submission of Matters to a Vote of Security Holders.

Heritage Financial Group (“the Registrant”) held its special meeting of shareholders on November 23, 2010. Holders of record of the Registrant’s common stock at the close of business on October 8, 2010, were entitled to vote on six proposals at the special meeting. The final voting results of each proposal are set forth below.

Proposal 1 – Plan of Conversion and Reorganization

The Registrant’s shareholders approved the Plan of Conversion and Reorganization as described in the proxy statement/prospectus dated October 12, 2010.

   
Votes of Shareholders
 Excluding Heritage
 MHC
    
Votes of Shareholders
 Including Heritage
 MHC
  
For
     1,727,619       9,596,494  
Against
     5,012       5,012  
Abstain
     800       800  
Broker Non-Votes
     263,896       263,896  

Proposal 2 – Adjournment of Special Meeting

The Registrant’s shareholders approved the proposal providing for the adjournment of the special meeting, if necessary, to solicit additional proxies in the event that there were not sufficient votes at the time of the special meeting to approve the Plan of Conversion and Reorganization.

For
     9,569,048  
Against
     32,333  
Abstain
     925  
Broker Non-Votes
     263,896  

Proposal 3a-3d – Informational Proposals

3a.  The Registrant’s shareholders approved a provision in Heritage Financial Group, Inc.’s articles of incorporation to limit the ability of shareholders to remove directors.

For
     9,176,646  
Against
     683,847  
Abstain
     5,709  
Broker Non-Votes
     -  
 
 
 
 

3b.  The Registrant’s shareholders approved a provision in Heritage Financial Group, Inc.’s articles of incorporation requiring a supermajority vote of shareholders to approve certain amendments to Heritage Financial Group, Inc.’s articles of incorporation.

For
     9,252,571  
Against
     611,891  
Abstain
     1,740  
Broker Non-Votes
     -  

3c.  The Registrant’s shareholders approved a provision in Heritage Financial Group, Inc.’s articles of incorporation requiring a supermajority vote of shareholders to approve shareholder-proposed amendments to Heritage Financial Group, Inc.’s bylaws.

For
     9,244,521  
Against
     616,267  
Abstain
     5,414  
Broker Non-Votes
     -  

3d.  The Registrant’s shareholders approved a provision in Heritage Financial Group, Inc.’s articles of incorporation to limit the voting rights of shares beneficially owned in excess of 10% of Heritage Financial Group, Inc.’s outstanding voting stock.

For
     9,413,569  
Against
     444,588  
Abstain
     8,045  
Broker Non-Votes
     -  

 
ITEM 8.01. Other Events.

On November 23, 2010, the Registrant announced that its shareholders and the depositors of Heritage Bank of the South have each approved the plan of conversion and reorganization pursuant to which Heritage MHC will convert to the full stock holding company form of organization. Heritage Financial Group, Inc. also announced the results of its offering of shares of common stock in connection with the conversion. The conversion and offering are expected to be completed on November 30, 2010, subject to receipt of final regulatory approvals, including approval of a final appraisal, and other customary closing conditions.

The foregoing description is only a summary and is qualified in its entirety to the full text of the release which is included as Exhibit 99.1 to this report and is incorporated herein by reference.

 
 
 

ITEM 9.01. Financial Statements and Exhibits

(d)
  
Exhibits
     
   
Exhibit 99.1 Press release dated November 23, 2010
 
 
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.
 
 
HERITAGE FINANCIAL GROUP
     
     
Date:  November 24, 2010
By:
/s/ T. Heath Fountain
   
T. Heath Fountain
   
Senior Vice President and
   
Chief Financial Officer

 
 
 
 
EXHIBIT INDEX

Exhibit Number
   Description of Exhibit(s)  
  Copy of press release issued by the Company on November 23, 2010.