f8k_050514.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) May 5, 2014
SP Bancorp, Inc.
(Exact name of registrant as specified in its charter)
|
Maryland
|
001-34933
|
27-3347359
|
|
(State or other jurisdiction
of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
5224 West Plano Parkway
Plano, Texas
|
75093
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant's telephone number, including area code: (972) 931-5311
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)
|
|
[x]
|
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 8.01. Other Events.
On May 5, 2014, SP Bancorp, Inc., a Maryland corporation (the “Company”) and Green Bancorp, Inc., a Texas corporation (“Green”) issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of May 5, 2014, pursuant to which, Green agreed to acquire the Company in an all cash transaction, subject to the satisfaction or waiver of specified conditions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
|
Exhibit No.
|
|
Description
|
|
99.1*
|
|
Press release dated May 5, 2014
|
*Filed herewith.
Additional Information About the Proposed Merger and Where to Find It
In connection with the proposed merger, the Company will file with the U.S. Securities and Exchange Commission (the "SEC") a Proxy Statement as well as other relevant documents concerning the proposed transaction. Stockholders of the Company are urged to read the Proxy Statement regarding the proposed merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the Proxy Statement, as well as other filings containing information about the Company may be obtained at the SEC's Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from the Company at www.proxydocs.com/SPBC. Copies of the Proxy Statement can also be obtained, free of charge, by directing a request to Investor Relations SP Bancorp, Inc. 5224 W. Plano Parkway Plano, TX 75093 (972) 931-5311 Email: ir@shareplus.com.
Participants in the Solicitation
The Company and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed merger. Information about the directors and executive officers of the Company and their ownership of the Company’s common stock is set forth in the Form 10-K/A as filed with the SEC on April, 30, 2014. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
SIGNATURE
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.
| |
|
SP Bancorp, Inc.
|
|
| |
|
(Registrant)
|
|
| |
|
|
|
| |
|
|
|
|
May 5, 2014
|
|
/s/ Jeff Weaver
|
|
|
(Date)
|
|
Jeff Weaver
|
|
| |
|
President and
Chief Executive Officer
|
|