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): November 12, 2010
ATLANTIC
COAST FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
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| Maryland
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333-167632
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Being applied for |
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| (State or Other Jurisdiction
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(Commission
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(I.R.S. Employer |
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File Number)
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Identification No.) |
505 Haines Avenue, Waycross, Georgia 31501
(Address of principal executive offices)
(800) 342-2824
Registrant’s telephone number, including area code
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry Into a Material Definitive Agreement
On November 12, 2010, Atlantic Coast Financial Corporation, a Maryland corporation (the
“Company”), Atlantic Coast Federal, MHC, Atlantic Coast Federal Corporation, a Federal corporation,
and Atlantic Coast Bank entered into an Agency Agreement with Stifel, Nicolaus & Company,
Incorporated (“Stifel Nicolaus”), which will act as financial advisor during the Company’s stock
offering and assist in the marketing of the Company’s common stock during its stock offering.
The shares of common stock are being offered pursuant to a Registration Statement on Form S-1
(Registration No. 333-167632) filed by the Company under the Securities Act of 1933, as amended,
and a related prospectus dated November 12, 2010. For a description of the fees to be paid to
Stifel Nicolaus pursuant to the Agency Agreement, see “The Conversion Offering—Plan of
Distribution; Selling Agent Compensation” in the prospectus.
A copy of the Agency Agreement is filed as Exhibit 1.1 hereto and incorporated by reference
herein.
Item 8.01 Other Events
On November 18, 2010, Atlantic Coast Federal Corporation, announced the Company, the proposed
holding company for Atlantic Coast Bank, and Atlantic Coast Federal, MHC have received conditional
approval from the Office of Thrift Supervision to commence its second step conversion and offering.
The Company also announced that the registration statement relating to the sale of common stock of
the Company was declared effective by the Securities and Exchange Commission.
A copy of the press release dated November 18, 2010, is filed as Exhibit 99.1 hereto and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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No financial statements of businesses acquired are required. |
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No pro forma financial information is required. |
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Not applicable. |
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(d)
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Exhibits:
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1.1 |
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Agency Agreement, dated November 12, 2010, by and among Atlantic Coast Federal
Corporation, Atlantic Coast Financial Corporation, Atlantic Coast Federal, MHC and Atlantic
Coast Bank. |
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99.1 |
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Press Release dated November 18, 2010. |
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