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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) August 4, 2000
PARK MERIDIAN FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
North Carolina N/A* 56-2196075
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
6826 Morrison Boulevard
Charlotte, North Carolina 28211
(Address of Principal Executive Offices)
(Zip Code)
(704) 366-7275
(Registrant's Telephone Number, Including Area Code)
PARK MERIDIAN BANK
(Former name or address, if changed from last report)
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* Park Meridian Financial Corporation has reporting obligations under Section
12(g) of the Securities Exchange Act of 1934 as a result of a share exchange
with Park Meridian Bank effective August 4, 2000. Shares of common stock of Park
Meridian Bank were registered under Section 12(g) of the Securities Exchange Act
and pursuant to Section 12(i) of such Act, Park Meridian Bank filed its periodic
reports with the Federal Deposit Insurance Corporation.
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Item 1. Change in Control of Registrant.
On August 4, 2000, Park Meridian Bank, a North Carolina banking
association (the "Bank"), and Park Meridian Financial Corporation, a North
Carolina corporation (the "Holding Company"), completed a share exchange (the
"Share Exchange"), pursuant to an Agreement and Plan of Share Exchange between
them dated May 25, 2000, in which one share of common stock of the Bank was
exchanged for the right to receive one share of common stock, $0.01 par value,
of the Holding Company (the "Holding Company Common Stock"). Prior to the Share
Exchange the common stock of the Bank had been registered under Section 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act"). As a result of the
Share Exchange, pursuant to Rule 12g-3(a) under the Exchange Act, the Holding
Company Common Stock is deemed registered under Section 12(g) of the Exchange
Act.
As a result of the Share Exchange, the Bank became a wholly owned
subsidiary of the Holding Company. The directors and officers of the Bank
immediately prior to the Share Exchange remain as the directors and officers of
the Bank immediately following the Share Exchange. The directors and executive
officers of the Holding Company are identical to the directors and executive
officers of the Bank immediately prior to the Share Exchange. Because no
shareholder elected to pursue statutory rights of dissent and appraisal, the
shareholders of the Holding Company immediately following the Share Exchange own
the same number of shares of Holding Company Common Stock as the number of
shares of the Bank's common stock held by them immediately prior to the Share
Exchange.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
Exhibit No. Exhibit
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2.1 Agreement and Plan of Share Exchange dated as
of May 25, 2000 by and between Park Meridian
Bank and Park Meridian Financial Corporation
3.1 Articles of Incorporation of Park Meridian
Financial Corporation
3.2 Bylaws of Park Meridian Financial Corporation
4.1 Section 7 of the Articles of Incorporation of
Park Meridian Financial Corporation
(incorporated by reference to Exhibit 3.1 to
this Current Report on Form 8-K)
2
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4.2 Articles II and VII of the Bylaws of Park
Meridian Financial Corporation (incorporated
by reference to Exhibit 3.2 to this Current
Report on Form 8-K)
3
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Holding Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: August 7, 2000
PARK MERIDIAN FINANCIAL CORPORATION
By: /s/ Kevin T. Kennelly
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Kevin T. Kennelly, President and
Chief Executive Officer
