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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) SEPTEMBER 22, 2000
SOUTHERN COMMUNITY BANCORP
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(Exact Name of Registrant as Specified in Charter)
FLORIDA
(State or other Jurisdiction of Incorporation)
333-35548 59-3619325
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(Commission (IRS Employer
File Number) Identification No.)
250 NORTH ORANGE AVENUE, ORLANDO, FLORIDA 32801
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(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including area code (407) 648-1844
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ITEM 5. OTHER EVENTS.
On September 25, 2000, Southern Community Bancorp ("Southern")
announced that it had entered into a letter of intent (the "Letter") with
Peninsula Bancorp, Inc. ("Peninsula"), with respect to the possible merger of
Southern and Peninsula. Under the proposed terms of the Merger, each outstanding
share of the common stock of Peninsula would be converted into the right to
receive .625 shares of the common stock of Southern. The proposed transaction is
valued in the aggregate at approximately $10.3 million. The consummation of the
transaction contemplated by the Letter is subject to the execution and delivery
of a definitive agreement, the completion of a due diligence investigation by
each party, the approval of the shareholders of Peninsula and the receipt of all
required regulatory approvals. The Letter will expire on December 30, 2000. In
light of the foregoing, there can be no assurance that the transaction will be
consummated. The transaction is expected to be completed in the first quarter of
2001.
The forgoing summary description of the Letter and the transaction
contemplated thereby is qualified in its entirety by reference to the full text
of the Letter and the press release issued on September 25, 2000 jointly by
Southern and Peninsula, copies of which are attached as Exhibit 2.1 and 99.1,
respectively, and are incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
The exhibits to this Report are the following:
Exhibit 2.1 Letter agreement dated September 22, 2000,
by and between Southern Community Bancorp
and Peninsula Bancorp, Inc.
Exhibit 99.1 Joint Press Release of Southern Community
Bancorp and Peninsula Bancorp, Inc., dated
September 25, 2000.
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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.
SOUTHERN COMMUNITY BANCORP
Date: October 2, 2000 By: /s/ Charles W. Brinkley, Jr.
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Charlie W. Brinkley, Jr., Chairman and CEO
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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2.1 Letter agreement dated September 22, 2000, by and
between Southern Community Bancorp and Peninsula
Bancorp, Inc.
99.1 Joint Press Release of Southern Community Bancorp and
Peninsula Bancorp, Inc., dated September 25, 2000.
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