TGRF / TGR Finl Inc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

- PDF (ADDITIONAL MATERIALS)

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- DEFA14A (ADDTIONAL MATERIALS)

DEFA14A (Addtional Materials) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

- DEF 14A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy St

Conflicts of Interest — Code of Ethics Policy TGR FINANCIAL INC.-POLICY CONFLICTS OF INTEREST/CODE OF ETHICS POLICY Board Approved: 2/25/13 Revised/Ratified: Page 1 of 10

EX-14.1 Exhibit 14.1 Conflicts of Interest — Code of Ethics Policy TGR FINANCIAL INC.-POLICY CONFLICTS OF INTEREST/CODE OF ETHICS POLICY Board Approved: 2/25/13 Revised/Ratified: Page 1 of 10 1. DIRECTOR’S BRIEFING Regulatory Risk Issue(s) Receiving or soliciting gifts to influence a financial transaction represents significant regulatory risk and is strictly prohibited, and may result in stiff pe

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

EXHIBIT 99.1 TGR Financial Inc. and Subsidiary Financial Report 12.31.2012 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2012 and 2011 Report of Independent Registered Public Accounting Firm 1 Financial Statements Consolidated Statements of Financial Condition 2 Consolidated Statements of Operations and Comprehensive Income (Loss) 3 Consolidated Statements of Stockhol

TGR FINANCIAL, INC. AMENDED AND RESTATED DIRECTORS’ STOCK OPTION PLAN

EX-10.5 EXHIBIT 10.5 TGR FINANCIAL, INC. AMENDED AND RESTATED DIRECTORS’ STOCK OPTION PLAN THIS AMENDED AND RESTATED DIRECTORS’ STOCK OPTION PLAN (the “Plan”) is made effective the 25th day of September, 2012. WHEREAS, Panther Community Bank, N.A. n/k/a First National Bank of the Gulf Coast, a national association (the “Bank”), adopted a Directors’ Stock Option Plan as approved by Panther Communit

Annual Report - 10-K

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

TGR FINANCIAL, INC. AMENDED AND RESTATED OFFICERS’ AND EMPLOYEES’ STOCK OPTION PLAN

EX-10.4 2 d455120dex104.htm EX-10.4 EXHIBIT 10.4 TGR FINANCIAL, INC. AMENDED AND RESTATED OFFICERS’ AND EMPLOYEES’ STOCK OPTION PLAN THIS AMENDED AND RESTATED OFFICERS’ AND EMPLOYEES’ STOCK OPTION PLAN (the “Plan”) is made effective as of the 25th day of September, 2012. WHEREAS, Panther Community Bank, N.A. n/k/a First National Bank of the Gulf Coast, a national association (the “Bank”), adopted

SUBSIDIARIES

EX-21.1 Exhibit 21.1 SUBSIDIARIES -First National Bank of the Gulf Coast -First National Title and Closing Services, Inc. (subsidiary of First National Bank of the Gulf Coast)

- FORM 15

Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 333-182414 TGR FINANCIAL, INC. (Exact name of registrant as specified i

Quarterly Report - 10-Q/A

10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended September 30, 2012 ? Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to (Commission File

- POS AM

POS AM As filed with the Securities and Exchange Commission on December 12, 2012 Registration No.

- POS AM

POS AM As filed with the Securities and Exchange Commission on November 30, 2012 Registration No.

Quarterly Report - 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

RESOLUTIONS OF THE BOARD OF DIRECTORS OF TGR FINANCIAL, INC. Meeting held September 22, 2012

EX-10.4 2 d417637dex104.htm EX-10.4 EXHIBIT 10.4 RESOLUTIONS OF THE BOARD OF DIRECTORS OF TGR FINANCIAL, INC. Meeting held September 22, 2012 WHEREAS, pursuant to a Reorganization Agreement and Plan of Share Exchange between TGR Financial, Inc. (the “Company”) and First National Bank of the Gulf Coast (the “Bank”), dated June 26, 2012, the Company agreed, following consummation of a reorganization

Unregistered Sales of Equity Securities

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) October 10, 2012 TGR Financial, Inc. (Exact name of registrant as specified in its charter) Florida 333-182414 45-4250359 (State or other jurisdiction of incorporation) (Commission Fil

Statement of Assets Acquired and Liabilities Assumed by First National Bank of the Gulf Coast (a wholly-owned subsidiary of TGR Financial, Inc.)

EX-99.1 EXHIBIT 99.1 Statement of Assets Acquired and Liabilities Assumed by First National Bank of the Gulf Coast (a wholly-owned subsidiary of TGR Financial, Inc.) McGladrey LLP Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders TGR Financial, Inc. We have audited the accompanying statement of assets acquired and liabilities assumed by First Nation

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 d420188d8k.htm 8-K 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) July 20, 2012 TGR Financial, Inc. (Exact name of registrant as specified in its charter) Florida 333-182414 45-4250359 (State or other jurisdiction of incorpor

- 8-K

8-K 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) September 13, 2012 TGR Financial, Inc. (Exact name of registrant as specified in its charter) Florida 333-182414 45-4250359 (State or other jurisdiction of incorporation) (Commissi

FIRST NATIONAL BANK OF THE GULF COAST ANNOUNCES THE RESULTS OF SPECIAL MEETING OF SHAREHOLDERS

EX-99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE DATE: September 18, 2012 CONTACT: Gary L. Tice Chairman and CEO 239-348-8000 FIRST NATIONAL BANK OF THE GULF COAST ANNOUNCES THE RESULTS OF SPECIAL MEETING OF SHAREHOLDERS NAPLES, FL. September 18, 2012 – First National Bank of the Gulf Coast, an independent community bank serving the banking needs of individuals and business owners in Southwest Florida,

ARTICLES OF SHARE EXCHANGE FIRST NATIONAL BANK OF THE GULF COAST TGR FINANCIAL, INC.

EX-3.1 Exhibit 3.1 ARTICLES OF SHARE EXCHANGE OF FIRST NATIONAL BANK OF THE GULF COAST AND TGR FINANCIAL, INC. Pursuant to the provisions of Section 607.1105 of the Florida Business Corporation Act (the “Act”), First National Bank of the Gulf Coast, a national banking association, and TGR Financial, Inc., a Florida corporation, do hereby adopt the following Articles of Share Exchange: FIRST: The n

REGISTRATION RIGHTS AGREEMENT dated as of September 19, 2012 TGR FINANCIAL, INC. the Holders party hereto Table of Contents Page Section 1. Definitions 1 Section 2. Demand Registrations 4 Section 3. Piggyback Registration 7 Section 4. Shelf-Take Down

EX-10.2 7 d417550dex102.htm EX-10.2 Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT dated as of September 19, 2012 among TGR FINANCIAL, INC. and the Holders party hereto CONFIDENTIAL Table of Contents Page Section 1. Definitions 1 Section 2. Demand Registrations 4 Section 3. Piggyback Registration 7 Section 4. Shelf-Take Downs 9 Section 5. Restrictions on Public Sale by Holders of Reg

INVESTMENT AGREEMENT by and between TGR FINANCIAL, INC. THE INVESTORS REFERRED TO HEREIN Dated as of September 19, 2012 TABLE OF CONTENTS 1. PURCHASE AND SALE OF COMMON SHARES 2 (a) Capital Commitments 2 (b) Subsequent Drawdowns 2 2. REPRESENTATIONS

EX-10.1 6 d417550dex101.htm EX-10.1 Exhibit 10.1 Execution Version INVESTMENT AGREEMENT by and between TGR FINANCIAL, INC. and THE INVESTORS REFERRED TO HEREIN Dated as of September 19, 2012 TABLE OF CONTENTS 1. PURCHASE AND SALE OF COMMON SHARES 2 (a) Capital Commitments 2 (b) Subsequent Drawdowns 2 2. REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR 4 (a) No Public Sale or Distribution; No Other

STOCKHOLDERS’ AGREEMENT dated as of September 19, 2012 TGR FINANCIAL, INC. and the Stockholders party hereto TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 2 Section 1.01. Definitions 2 Section 1.02. Other Definitional and Interpretative Provisions 9 A

EX-10.3 Exhibit 10.3 Execution Version STOCKHOLDERS’ AGREEMENT dated as of September 19, 2012 among TGR FINANCIAL, INC. and the Stockholders party hereto CONFIDENTIAL TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 2 Section 1.01. Definitions 2 Section 1.02. Other Definitional and Interpretative Provisions 9 ARTICLE 2 CORPORATE GOVERNANCE 10 Section 2.01. Composition of the Board 10 Section 2.02. Rem

AMENDED AND RESTATED ARTICLES OF INCORPORATION TGR FINANCIAL, INC. ARTICLE I

EX-3.2 Exhibit 3.2 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF TGR FINANCIAL, INC. ARTICLE I The name of the corporation is TGR Financial, Inc. (hereinafter called the “Corporation”). ARTICLE II The street address and mailing address of the initial principal office of the Corporation and the initial registered office of the Corporation is 3560 Kraft Road, Naples, Florida 34105 and its initia

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS SERIES A NONVOTING CONVERTIBLE PREFERRED STOCK TGR FINANCIAL, INC. Pursuant to Section 607.0602 of the Florida Business Corporation Act

EX-3.3 Exhibit 3.3 CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A NONVOTING CONVERTIBLE PREFERRED STOCK OF TGR FINANCIAL, INC. Pursuant to Section 607.0602 of the Florida Business Corporation Act TGR Financial, Inc., a corporation organized and existing under the Florida Business Corporation Act (the “Corporation”), in accordance with the provisions of Section 607.0602 thereof, DOE

AMENDED AND RESTATED BYLAWS TGR FINANCIAL, INC ARTICLE I

EX-3.4 Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF TGR FINANCIAL, INC ARTICLE I OFFICES Section 1. Registered Office. TGR Financial, Inc. (the “Corporation”) shall maintain a registered office in the State of Florida, which may be changed from time to time by the board of directors (the “Board”). Section 2. Additional Offices. The Corporation may also have offices and places of business at such oth

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K

Form 8-K 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) September 19, 2012 TGR Financial, Inc. (Exact name of registrant as specified in its charter) Florida 333-182414 45-4250359 (State or other jurisdiction of incorporation) (Com

Quarterly Report - FORM 10-Q

FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended June 30, 2012 ¨ Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to (Commission File No. 333-182414) TGR

FIRST NATIONAL BANK OF THE GULF COAST TGR FINANCIAL, INC. Proxy Statement related to Prospectus related to the issuance Special Shareholders’ Meeting of up to 15,948,082 shares of to be held on September 17, 2012 $1.00 Par Value Common Stock PROPOSED

Table of Contents Index to Financial Statements Filed Pursuant to Rule 424(b)(3) Registration No.

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Correspondence August 8, 2012 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

- S-4/A

S-4/A Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on August 3, 2012 Registration No.

PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF THE ROYAL PALM BANK OF FLORIDA, NAPLES, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION FIRST NATIONAL BANK OF THE GULF COAST DATED AS OF JULY

EX-2.4 Exhibit 2.4 PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF THE ROYAL PALM BANK OF FLORIDA, NAPLES, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and FIRST NATIONAL BANK OF THE GULF COAST DATED AS OF JULY 20, 2012 Whole Bank w/ Optional Shared Loss Agreements The Royal Palm Bank of Florida Version 4.2.2 - PURCHASE AND ASSUMP

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Terry F. Schwartz Direct Tel: (404) 815-3731 Direct Fax: (404) 685-7031 [email protected] August 3, 2012 VIA EDGAR AND EMAIL TRANSMISSION Mr. Michael R. Clampitt Senior Attorney Securities and Exchange Commission Judiciary Plaza 100 F Street, NE Washington, D.C. 20549 Re: TGR Financial, Inc. Registration Statement on Form S-4 Registration File No. 333-182414 Amendment No. 1 to Form S-4 Registra

[LOGO] TGR FINANCIAL, INC. ORGANIZED UNDER THE LAWS OF THE STATE OF FLORIDA

EX-4.2 Exhibit 4.2 Number C- [LOGO] TGR FINANCIAL, INC. ORGANIZED UNDER THE LAWS OF THE STATE OF FLORIDA Shares THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SEE REVERSE SIDE. CUSIP 000000 00 0 THIS CERTIFIES THAT is the owner of SHARES OF THE FULLY PAID AND NONASSESSABLE COMMON STOCK $1.00 PAR VALUE, OF TGR FINANCIAL, INC. transferable only on the books of the Company by

BYLAWS TGR FINANCIAL, INC. ARTICLE I GENERAL PROVISIONS

EX-3.2 Exhibit 3.2 BYLAWS OF TGR FINANCIAL, INC. ARTICLE I GENERAL PROVISIONS Section 1.1. ORGANIZATION AND NAME. The corporation was formed by the filing of Articles of Incorporation with the Department of State of the State of Florida on November 18, 2011. The name of the corporation shall be “TGR Financial, Inc.” (the “Corporation”), or such other name as shall be duly approved by the Corporati

REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE

EX-2.3 4 d366777dex23.htm EX-2.3 Exhibit 2.3 REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE This REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE (this “Reorganization Plan”), dated as of June 26, 2012, is entered into between First National Bank of the Gulf Coast (the “Bank”), a national bank organized under the laws of the United States, and TGR Financial, Inc. (the “Holding Company”), a

FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER PANTHER COMMUNITY BANK, N.A. FIRST NATIONAL BANK OF THE GULF COAST (IN ORGANIZATION)

EX-2.2 Exhibit 2.2 FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER BETWEEN PANTHER COMMUNITY BANK, N.A. AND FIRST NATIONAL BANK OF THE GULF COAST (IN ORGANIZATION) THIS FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “First Amendment”) is made and entered into as of the 23rd day of June, 2009 by and between PANTHER COMMUNITY BANK, N.A. (hereinafter referred to as “PCB”), a banking as

FIRST NATIONAL BANK OF THE GULF COAST REVOCABLE PROXY THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF SHAREHOLDERS

EX-99.1 Exhibit 99.1 FIRST NATIONAL BANK OF THE GULF COAST REVOCABLE PROXY THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF SHAREHOLDERS The undersigned hereby appoints [ ], [ ] and [ ], and each of them, with full power of substitution to each, the proxies of the undersigned to vote all shares of common stock of First National Bank of the Gulf Coast (th

TGR Financial, Inc. Logo FORM OF SHAREHOLDER COMMON STOCK WARRANT

Exhibit 4.4 TGR Financial, Inc. Logo FORM OF SHAREHOLDER COMMON STOCK WARRANT In connection with the acquisition of all of the outstanding shares of common stock, $5.00 par value per share of First National Bank of the Gulf Coast, a national banking association (the “Bank”) by TGR Financial, Inc., a Florida corporation (“TGR”), TGR hereby grants to the person(s) identified on the books of the Bank

AGREEMENT AND PLAN OF MERGER FIRST NATIONAL BANK OF THE GULF COAST (IN ORGANIZATION) with and into PANTHER COMMUNITY BANK, N.A. under the charter of PANTHER COMMUNITY BANK, N.A. under the title of FIRST NATIONAL BANK OF THE GULF COAST AGREEMENT AND P

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER FIRST NATIONAL BANK OF THE GULF COAST (IN ORGANIZATION) with and into PANTHER COMMUNITY BANK, N.A. under the charter of PANTHER COMMUNITY BANK, N.A. under the title of FIRST NATIONAL BANK OF THE GULF COAST AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 23, 2009, between PANTHER C

TGR Financial, Inc. Logo FORM OF ORGANIZER COMMON STOCK WARRANT

EX-4.3 Exhibit 4.3 TGR Financial, Inc. Logo FORM OF ORGANIZER COMMON STOCK WARRANT In connection with the acquisition of all of the outstanding shares of common stock, $5.00 par value per share of First National Bank of the Gulf Coast, a national banking association (the “Bank”) by TGR Financial, Inc., a Florida corporation (“TGR”), TGR hereby grants, in recognition of the financial risk undertake

ARTICLE OF INCORPORATION In compliance with Chapter 607 and/or Chapter 621, F.S. (Profit)

EX-3.1 Exhibit 3.1 ARTICLE OF INCORPORATION In compliance with Chapter 607 and/or Chapter 621, F.S. (Profit) ARTICLE I NAME The name of the corporation shall be: TGR Financial, Inc. ARTICLE II PRINCIPAL OFFICE Principal street address Mailing address, if different 3560 Kraft Road Naples, FL 34105 ARTICLE III PURPOSE The purpose for which the corporation is organized is: To engage in the transactio

- FORM S-4

FORM S-4 Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on June 28, 2012 Registration No.