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):  January 1, 2019

 Carolina Trust BancShares, Inc.
(Exact name of registrant as specified in its charter)

North Carolina
000-55683
81-2019652
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

901 East Main Street, Lincolnton, North Carolina
28092
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (704) 735-1104

 
 (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)
☐
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 2.01.
Completion of Acquisition or Disposition of Assets.
 
On January 1, 2019, Carolina Trust BancShares, Inc. (the “Company”), the parent holding company for Carolina Trust Bank, Lincolnton, North Carolina, completed its previously announced merger with Clover Community Bankshares, Inc. (“Clover”), the parent holding company for Clover Community Bank, Clover, South Carolina.  Pursuant to the Agreement and Plan of Merger and Reorganization between the Company and Clover dated June 14, 2018 (the “Merger Agreement”), Clover merged with and into the Company, with the Company being the surviving corporation in the merger (the “Merger”).

Pursuant to the Merger Agreement, each share of Clover common stock issued and outstanding at the effective time of the Merger was converted into the right to receive either $22.00 in cash or 2.7181 shares of Company common stock. Clover shareholders have the option to elect the type of consideration that they would prefer to receive, subject to required proration as provided in the Merger Agreement. The merger consideration will be prorated such that 20% of Clover’s common shares outstanding immediately prior to the closing of the merger will be converted to the cash consideration and 80% of Clover’s common shares outstanding immediately prior to the closing of the merger will be converted to the stock consideration. Cash will also be paid in lieu of fractional shares of Company common stock. In accordance with Clover’s articles of incorporation, each outstanding share of Clover preferred stock was automatically converted into one share of Clover common stock immediately prior to the closing of the Merger. These shares of common stock were then converted into the right to receive the merger consideration as described above. Merger consideration election materials are being mailed to Clover shareholders as of the close of business on December 31, 2018.

Immediately following consummation of the Merger, Clover Community Bank, which was previously a wholly owned subsidiary of Clover, was merged with and into Carolina Trust Bank, a wholly owned subsidiary of the Company.
 
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this report and is incorporated herein by reference.

Item 8.01.
Other Events.

On January 2, 2019, the Company issued a press release announcing the closing of the Merger. 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.

(a)  Financial statements of businesses acquired.
 
The financial statements required by Item 9.01(a) are currently being prepared. The Company will file the required financial statements under the cover of Form 8-K/A as soon as practicable but not later than seventy-one calendar days after the latest date on which this initial Current Report on Form 8-K is required to be filed. 

(b)  Pro forma financial information.
 
The pro forma financial statements required by Item 9.01(b) are currently being prepared. The Company will file the required pro forma financial statements under the cover of Form 8-K/A as soon as practicable but not later than seventy-one calendar days after the latest date on which this initial Current Report on Form 8-K is required to be filed. 

(d)  Exhibits.
 
Exhibit No.
Description of Exhibit
Agreement and Plan of Merger and Reorganization by and between Carolina Trust BancShares, Inc. and Clover Community Bankshares, Inc., dated as of June 14, 2018 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2018).
 
 
Press release dated January 2, 2019.
 
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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.


 
Carolina Trust BancShares, Inc.
     
Date:  January 7, 2019
By:
/s/ Edwin E. Laws
 
Name:
Edwin E. Laws
 
Title:
EVP and Chief Financial Officer

3
Exhibit 99.1

FOR IMMEDIATE RELEASE
CONTACT:
 
Carolina Trust BancShares, Inc.
Jerry L. Ocheltree
(704) 735-1104

Carolina Trust BancShares Completes Acquisition of Clover Community Bankshares and Announces Cash/Stock Election Deadline

LINCOLNTON, N.C., January 2, 2019 (GLOBE NEWSWIRE) – Carolina Trust BancShares, Inc. (“Carolina Trust”) (NASDAQ: CART), the parent company of Carolina Trust Bank, announced today the completion of its previously announced merger with Clover Community Bankshares, Inc. (“Clover”), parent company of Clover Community Bank.

Under the terms of the approved merger agreement, each share of Clover common stock and preferred stock was converted into the right to receive, at the election of each Clover shareholder, either 2.7181 shares of Carolina Trust common stock or $22.00 in cash, subject to customary proration procedures that will result in an aggregate 80% stock/20% cash consideration mix.

Also under the merger agreement, Clover’s subsidiary bank, Clover Community Bank, has merged with Carolina Trust Bank, the wholly owned banking subsidiary of Carolina Trust.

“I’d like to welcome the Clover customers, shareholders and employees into the Carolina Trust family,” said Jerry L. Ocheltree, President and Chief Executive Officer of Carolina Trust. “We are excited about our expansion into the communities that Clover Community Bank served for so many years and that the same employees that served you before will continue to be there to assist you with your banking needs. The combination of our services should be able to meet all of your banking needs with state-of-the-art technology that we will be bringing to Clover’s markets. I would personally like to thank both sets of shareholders for supporting this transaction and the staff of both banks for their hard work in making this transaction happen behind the scenes. We at Carolina Trust look forward to meeting and serving you now and into the future.” 

The deadline for Clover shareholders to elect the form of merger consideration they wish to receive will be 5:00 p.m. Eastern time on February 15, 2019 (the “Election Deadline”). If a Clover shareholder’s election is not timely and properly made, the shareholder will be deemed to have made a “no election” as to the form of consideration such holder prefers to receive in exchange for the holder’s shares of Clover stock. Clover shareholders deemed to have made a “no election” will receive either cash, shares of Carolina Trust common stock or a combination of cash and shares of Carolina Trust common stock as determined by Carolina Trust and Broadridge Corporation Issuer Solutions, Inc., the exchange agent for the merger. Such determinations will be made in accordance with the allocation and proration procedures set forth in the merger agreement.

Clover shareholders should expect to receive election forms and customary transmittal materials in mid-January 2019.

About Carolina Trust BancShares, Inc.
Carolina Trust is the registered bank holding company of Carolina Trust Bank. Carolina Trust Bank is a full-service, state-chartered community bank headquartered in Lincolnton, NC.  Carolina Trust Bank provides a highly competitive suite of personal and business banking products and services to customers in the Piedmont and Mountain Regions of North Carolina to the north and west of Charlotte, NC and to customers in the Piedmont Region of South Carolina to the west of Charlotte, NC.

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Additional Information About the Merger and Where to Find It
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Carolina Trust or Clover. In connection with the merger of Clover with and into Carolina Trust, Carolina Trust has filed with the Securities and Exchange Commission, or SEC, a Registration Statement on Form S-4 that includes a Joint Proxy Statement of Carolina Trust and Clover and a Prospectus of Carolina Trust, as well as other relevant documents concerning the merger.

SHAREHOLDERS OF CAROLINA TRUST AND CLOVER ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.

The Joint Proxy Statement/Prospectus and other relevant materials, and any other documents that Carolina Trust has filed with the SEC, may be obtained free of charge at the SEC’s internet site, http://www.sec.gov. Copies of the documents that Carolina Trust has filed with the SEC may also be obtained, free of charge, by directing a written request to Carolina Trust, 901 East Main Street, Lincolnton, NC 28092, Attn: Edwin Laws, Chief Financial Officer, or by accessing these documents at the Company’s website: www.carolinatrust.com.

Cautionary Language Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Carolina Trust intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of Carolina Trust, are generally identified by the use of words such as “believe,” “expect,” “intend,” “anticipate,” “estimate,” or “project” or similar expressions. Carolina Trust’s ability to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors that could impact the forward-looking statements contained herein or that could have a material adverse effect on the operations and future prospects of Carolina Trust include, but are not limited to: disruptions to customer and employee relationships and business operations caused by the merger; the ability to implement integration plans associated with the merger transaction, which integration may be more difficult, time-consuming or costly than expected; the ability to achieve the cost savings and synergies contemplated by the merger within the expected timeframe, or at all; changes in local and national economies, or market conditions; changes in interest rates; regulations and accounting principles; changes in policies or guidelines; loan demand and asset quality, including real estate values and collateral values; deposit flow; the impact of competition from traditional or new sources; and the other factors detailed in Carolina Trust’s publicly filed documents with the SEC. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Carolina Trust assumes no obligation to revise, update, or clarify forward-looking statements to reflect events or conditions after the date of this release.

END
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