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
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Date
of report (Date of earliest event reported):
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December 30,
2008
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Ameris Bancorp
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(Exact
Name of Registrant as Specified in Charter)
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Georgia
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No.
001-13901
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No.58-1456434
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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24
2nd Avenue,
S.E.,
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Moultrie,
Georgia 31768
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(Address of Principal Executive Offices)
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Registrant’s
telephone number, including area code:
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(229)
890-1111
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(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))
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Item
1.01.
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Entry into a Material
Definitive Agreement.
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The information set forth in Item 5.02
is incorporated herein by this reference.
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Item
5.02.
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangement of Certain
Officers.
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On December 30, 2008, Ameris Bancorp
(the “Company”) entered into amendments to the executive employment agreements
between the Company and each of Edwin W. Hortman, Jr., President and Chief
Executive Officer; Dennis J. Zember Jr., Executive Vice President and Chief
Financial Officer; C. Johnson Hipp, III, Banking Group President; Jon S.
Edwards, Executive Vice President and Director of Credit Administration; Marc J.
Bogan, Executive Vice President and Chief Operating Officer; H. Richard Sturm,
President – South Carolina; and Cindi H. Lewis, Executive Vice President and
Chief Administrative Officer. The purpose of such amendments was to
bring the employment agreements into compliance with the requirements of Section
409A of the Internal Revenue Code of 1986, as amended, and the Treasury
regulations and Internal Revenue Service guidance thereunder. The
amendments generally affect the timing, but not the amount, of compensation and
other benefits that may be received by the executives thereunder and implement
related technical changes. In addition, the amendments also revise,
as necessary, (i) the executives’ titles to reflect their current positions with
the Company and (ii) the definition of “Change of Control” and the scope of the
function and geographic limitations of the agreements’ restrictive covenants to
provide greater consistency among the various employment
agreements. The amendments also provide for the deletion of
provisions in their respective employment agreements pursuant to which Messrs.
Hortman, Bogan and Sturm could be terminated by the Company without cause on 90
days notice.
The foregoing amendments are filed as
exhibits hereto, and the description contained herein of such amendments is
qualified in its entirety by reference to the terms of such
documents.
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Item
9.01.
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Financial Statements
and Exhibits.
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(d) Exhibits.
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10.1
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Second
Amendment to Executive Employment Agreement dated December 30, 2008 by and
between the Company and Edwin W. Hortman, Jr.
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10.2
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First
Amendment to Executive Employment Agreement dated December 30, 2008 by and
between the Company and Dennis J. Zember Jr.
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10.3
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First
Amendment to Executive Employment Agreement dated December 30, 2008 by and
between the Company and C. Johnson Hipp, III
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10.4
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First
Amendment to Executive Employment Agreement dated December 30, 2008 by and
between the Company and Jon S. Edwards
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10.5
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First
Amendment to Executive Employment Agreement dated December 30, 2008 by and
between the Company and Marc J. Bogan
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10.6
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First
Amendment to Executive Employment Agreement dated December 30, 2008 by and
between the Company and H. Richard Sturm
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10.7
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First
Amendment to Executive Employment Agreement dated December 30, 2008 by and
between the Company and Cindi H.
Lewis
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the Company has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERIS
BANCORP
By: /s/ Edwin W. Hortman,
Jr.
Edwin W. Hortman, Jr.
President and Chief Executive
Officer
Dated: December
30, 2008
EXHIBIT
INDEX
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Exhibit No.
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Exhibit
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10.1
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Second
Amendment to Executive Employment Agreement dated December 30, 2008 by and
between the Company and Edwin W. Hortman, Jr.
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10.2
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First
Amendment to Executive Employment Agreement dated December 30, 2008 by and
between the Company and Dennis J. Zember Jr.
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10.3
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First
Amendment to Executive Employment Agreement dated December 30, 2008 by and
between the Company and C. Johnson Hipp, III
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10.4
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First
Amendment to Executive Employment Agreement dated December 30, 2008 by and
between the Company and Jon S. Edwards
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10.5
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First
Amendment to Executive Employment Agreement dated December 30, 2008 by and
between the Company and Marc J. Bogan
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10.6
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First
Amendment to Executive Employment Agreement dated December 30, 2008 by and
between the Company and H. Richard Sturm
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10.7
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First
Amendment to Executive Employment Agreement dated December 30, 2008 by and
between the Company and Cindi H.
Lewis
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