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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 20, 1999
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ebank.com, Inc.
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(Exact name of registrant
as specified in its charter)
Georgia 333-41545 58-2349097
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
2410 Paces Ferry Road, Atlanta, Georgia 30339
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 863-9229
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SOUTHEAST COMMERCE HOLDING COMPANY
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(Former name or former address, if changed since last report.)
Page 1 of 7 Pages
The Exhibit Index Appears on Page 4
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ITEM 5. OTHER EVENTS.
On April 19, 1999, the Company announced that it will launch its new
Internet banking product and service line by the end of the second quarter of
1999. Along with traditional consumer banking services, the Company has
developed a special line of Internet banking services specifically tailored to
meet the needs of small business customers. The product offering will include,
among other products, a business sweep account and a special small business
retirement account. The Company plans to introduce a seamless financial
services account for stocks, mutual funds, and insurance products in the third
quarter of 1999. The Company stated that William W. Klenk, the Company's
Director of Internet Banking Services, will be responsible for the development
and management of the Company's Internet banking services and products.
The Company also announced that it has acquired the Internet domain
name, ebank.com, which is currently under construction and will be in service
in the second quarter of 1999.
In line with this new initiative, the Company changed its corporate
name to ebank.com, Inc. effective April 20, 1999. Initially, the Company will
still trade under the symbol "STCH," but the Company intends to apply for a new
corporate trading symbol.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) The following information is filed as an exhibit to the
Current Report on Form 8-K:
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Exhibit No. Description
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<S> <C>
3.1.1 Articles of Amendment to the Articles of
Incorporation
99.1 Press release issued April 20, 1999
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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.
ebank.com, Inc.
By: /s/ Richard A. Parlontieri
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Richard A. Parlontieri, President
Dated: April 23, 1999
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Exhibit Index
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Exhibit No. Description Sequential Page Number
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3.1.1 Articles of Amendment to the Articles of Page 5
Incorporation
99.1 Press release issued April 20, 1999 Page 6
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EXHIBIT 3.1.1
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
SOUTHEAST COMMERCE HOLDING COMPANY
I.
The name of the Corporation is Southeast Commerce Holding Company.
II.
The Articles of Incorporation of the Corporation are amended by
deleting Article I of the existing Articles of Incorporation in its entirety
and substituting therefor the following:
ARTICLE I
NAME
The name of the Corporation is ebank.com, Inc.
III.
The amendment contained herein was duly adopted by the Board of
Directors at a meeting held on April 19, 1999 and was approved by resolution
without shareholder action. Pursuant to section 14-2-1002 of the Georgia
Business Corporation Code, the Corporation's Articles of Incorporation, and the
Corporation's Bylaws, the amendment contained herein did not require the
consent of the shareholders of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be executed by its duly authorized officer as of the 19th day of
April, 1999.
SOUTHEAST COMMERCE HOLDING COMPANY
By: /s/ Richard A. Parlontieri
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Name: Richard A. Parlontieri
Title: Chief Executive Officer
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EXHIBIT 99.1
TUESDAY APRIL 20, 8:15 AM EASTERN TIME
COMPANY PRESS RELEASE
SOUTHEAST COMMERCE HOLDING COMPANY ANNOUNCES PLANS TO OFFER INTERNET BANKING
SERVICES
COMPANY TO CHANGE CORPORATE NAME TO EBANK.COM, INC.
ATLANTA--(BUSINESS WIRE)--April 20, 1999--Southeast Commerce Holding
Company (Nasdaq/OTC/BB: STCH) today announced that the Company will launch its
new Internet banking product and service line by the end of the second quarter
of 1999. The Company has acquired the Internet domain name, ebank.com, which is
currently under construction and will be in service in the second quarter.
Along with the traditional consumer banking services, the Company has developed
a special line of Internet banking services specifically tailored to meet the
needs of small business customers. The product offering will include, among
other products, a business sweep account and a special small business
retirement account. The Company plans to introduce a seamless financial
services account for stocks, mutual funds and insurance products in the third
quarter of 1999. As previously announced, William W. Klenk has been appointed
to the newly created position of Director of Internet Banking Services and will
be responsible for the development and management of all of the Company's
Internet banking services and products.
In line with this new initiative, the Company also announced it is
changing its corporate name to ebank.com, Inc. effective April 20, 1999. The
stock will still trade under its current symbol, "STCH," although the Company
will apply for a new corporate trading symbol. The name change has been
approved by the Company's board of directors.
"The ebank.com name captures the spirit of our new corporate focus in
offering all of today's banking services on the Internet," commented Richard A.
Parlontieri, chairman and chief executive officer of ebank.com. "As an
Internet-based bank, we recognize that our customers will come to us from
across the nation and beyond for convenient banking services. Our operating
strategy is to deliver traditional banking services in a non-traditional way
and use state-of-the art technology to offer electronic banking products and
services to better serve our growing customer base. It is imperative, in our
opinion, that to effectively compete today and going forward, we offer tailored
services over the Web anywhere in the world. In addition, we believe we have
developed a dual Web platform of innovative Internet banking products and
services that will be attractive to both consumers and small businesses. We are
excited to be a leading Internet bank by offering a more convenient delivery
system and we believe this corporate name change will enhance our ability to
attract and retain new customers."
ebank.com, Inc. is a holding company for Commerce Bank. The bank
originates and purchases loans secured by real estate, secured or unsecured
loans for commercial, corporate, or business purposes, and loans for personal,
family or household purposes. The bank emphasizes retail banking, home
mortgages, real estate development, and consumer lending needs. Commerce Bank
operates one office in Atlanta, Georgia.
Certain statements in this news release contain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, such as statements relating to financial results and plans for future
business development activities, and are thus prospective. Such forward-
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looking statements are subject to risks, uncertainties and other factors which
could cause actual results to differ materially from future results expressed
or implied by such forward-looking statements. These statements appear in a
number of places in this release and include all statements that are not
statements of historical fact regarding the intent, belief, or expectations of
the Company and its management. These forward-looking statements are not
guarantees of future performance and actual results may differ materially from
those projected in the forward-looking statements. Potential risks and
uncertainties include, but are not limited to, the Company's brief operating
history, its ability to manage growth, reliability of the technologies the
Company uses, general economic conditions, competition, interest rate
sensitivity, exposure to regulatory and legislative changes and other
uncertainties detailed from time to time in the Company's Securities and
Exchange Commission filings.
Contact:
Southeast Commerce Holding Co., Atlanta
Richard A. Parlontieri, 770/863-9225
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