8-K 1 ash8k.txt FORM 8-K FOR COMMUNITY NATIONAL BANCORPORATION DATED SEPTEMBER 22, 2004 =============================================================================== 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 22, 2004 COMMUNITY NATIONAL BANCORPORATION (Exact name of Registrant as specified in its charter) GEORGIA 0-25437 58-1856963 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 561 EAST WASHINGTON AVENUE - BOX 2619 31714-2619 Ashburn, Georgia (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code (229) 567-9686 NONE (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 (see General Instruction A.2. below): ___ 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)) Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. ------------------------------------------- On September 22, 2004, Community National Bancorporation (the "Company") entered into a Third Amendment to the terms of the previously announced Stock Purchase and Sale Agreement (the "Agreement") between the Company and Gulf Atlantic Financial Group, Inc. ("Gulf Atlantic"). Pursuant to the Agreement, originally dated October 21, 2003 and previously amended on January 29, 2004 and June 29, 2004, Gulf Atlantic has agreed to purchase First National Bank, a national banking association and wholly-owned subsidiary of the Company. The parties entered into the Third Amendment for the following purposes: * To change the date after which either party may terminate the Agreement if the sale of First National Bank to Gulf Atlantic has not closed on or before such date to the earlier of (i) November 22, 2004 and (ii) within five business days of Gulf Atlantic's receipt of all necessary governmental approvals and the expiration of all applicable waiting periods; and * To make certain other changes to the Agreement as specified in the attached Third Amendment to the Agreement. The full text of the Third Amendment to the Agreement is attached hereto as Exhibit 2.1 and incorporated herein by reference. Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS. ---------------------------------- (c) Exhibits. Exhibit No. Description of Exhibit ----------- ---------------------- 2.1 Third Amendment to Stock Purchase and Sale Agreement between Community National Bancorporation and Gulf Atlantic Financial Group, Inc., dated September 22, 2004. 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. COMMUNITY NATIONAL BANCORPORATION Date: September 27, 2004 By: /s/Theron G. Reed ---------------------------- Theron G. Reed President and Chief Executive Officer EXHBIT INDEX Exhibit No. Description of Exhibit ----------- ---------------------- 2.1 Third Amendment to Stock Purchase and Sale Agreement between Community National Bancorporation and Gulf Atlantic Financial Group, Inc., dated September 22, 2004

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 22, 2003

Community National Bancorporation

(Exact name of Registrant as specified in its charter)

Georgia	0-25437	58-1856963
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
561 East Washington Avenue – Box 2619
Ashburn, Georgia		31714-2619
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (229) 567-9686

None (Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 5. Other Events and Required FD Disclosure.
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1 PRESS RELEASE DATED OCTOBER 22, 2003

Item 5. Other Events and Required FD Disclosure.

On October 22, 2003, Community National Bancorporation (the “Company”) issued a press release announcing that it has entered into an agreement to sell First National Bank, a national banking association and wholly-owned subsidiary of the Company, to Gulf Atlantic Financial Group, Inc. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press Release of Community National Bancorporation dated October 22, 2003.

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.

		COMMUNITY NATIONAL BANCORPORATION
Date: October 22, 2003	By:	/s/ Theron G. Reed
		Theron G. Reed
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
99.1		Press Release of Community National Bancorporation dated October 22, 2003.

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