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Recent Material Event
On May 23, 2011, Bank of Florida Corporation (the Company) reconvened a Special Meeting of Shareholders (the Special Meeting), originally convened on April 26, 2011, pursuant to a Notice of a Special Meeting dated March 18, 2011 (the Notice). A quorum not being present, the Company was unable to take any action on the three substantive proposals described in the Notice: Proposal 1, an amendment to the Corporations Amended and Restated Articles of Incorporation to reduce the required vote to approve a liquidation of the Company from a two-thirds majority to a simple majority of the outstanding shares of Common Stock; Proposal 2: approval of an Asset Purchase Agreement (the Agreement) by and between the Companys wholly-owned subsidiary, Florida Trust Company, and IBERIABANK, pursuant to which Florida Trust Company will sell essentially all of its assets to IBERIABANK; and Proposal 3, adoption of a Plan of Dissolution and Liquidation (the Plan) .
Item 8.01 Other Events.
On May 25, 2011, the Company filed a Petition for Judicial Dissolution (the Petition) in the 20th Judicial Circuit, in and for Collier County, Florida (In re Bank of Florida Corporation; Case Number 11-1628-CA). Pursuant to the Petition, the Company is petitioning the Court to enter an Order to continue under judicial supervision the Companys voluntary dissolution pursuant to the Plan, including consummation of the transactions contemplated by the Agreement.
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.
|Bank of Florida Corporation|
|Date: June 1, 2011|
|Joe B. Cox|
|Chief Executive Officer|