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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 6, 2021

SEACOAST BANKING CORPORATION OF FLORIDA
(Exact Name of Registrant as Specified in Charter)
Florida000-1366059-2260678
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
815 COLORADO AVENUE,STUARTFL 34994
(Address of Principal Executive Offices) (Zip Code)


Registrant’s telephone number, including area code (772) 287-4000

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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.10 par valueSBCFNasdaq Global Select Market

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.  ☐




SEACOAST BANKING CORPORATION OF FLORIDA


Item 2.01    Completion of Acquisition or Disposition of Assets.

Effective August 6, 2021, Seacoast Banking Corporation of Florida (“Seacoast” or the “Company”) and Seacoast's wholly-owned subsidiary Seacoast National Bank ("Seacoast Bank"), completed the previously announced merger (the "Merger") with Legacy Bank of Florida ("Legacy Bank"). At the effective time of the Merger (the "Effective Time"), Legacy Bank merged with and into Seacoast Bank, pursuant to the terms and conditions of the Amended and Restated Agreement and Plan of Merger by and among Seacoast, Seacoast Bank, and Legacy Bank, dated as of June 14, 2021 (the "Merger Agreement").

Pursuant to the Merger Agreement, holders of Legacy Bank common stock received 0.1703 of a share (the "Exchange Ratio") of Seacoast common stock (subject to the payment of cash in lieu of fractional shares) for each share of Legacy Bank common stock held immediately prior to the Effective Time. Each share of Seacoast common stock outstanding immediately prior to the Merger remained outstanding and was unaffected by the Merger. Also at the Effective Time, each Legacy Bank option ceased to be outstanding, and, in consideration therefor, Seacoast granted to each holder of Legacy options, as of the Effective Time, an option to purchase shares of Seacoast common stock on the same terms and conditions as applicable to each such Legacy option as in effect immediately prior to the Effective Time, with the number of shares underlying each such option and the applicable exercise price adjusted based on the Exchange Ratio.
 
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 included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01    Other Events.

On August 6, 2021, the Company issued a press release announcing the completion of the Merger. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits

    (a)     Exhibits
Exhibit No.Description
2.1
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURE

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.

SEACOAST BANKING CORPORATION OF FLORIDA

Dated: August 6, 2021/s/ Charles M. Shaffer
 Charles M. Shaffer
 President and Chief Executive Officer