FIRST CHARTER CORPORATION
As filed with the Securities and Exchange Commission on October 24, 2006
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): October 23, 2006
FIRST CHARTER CORPORATION
(Exact name of registrant as specified in its charter)
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| North Carolina
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0-15829
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56-1355866 |
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| (State or other
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(Commission
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File Number)
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Identification No.) |
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10200 David Taylor Drive, Charlotte, North Carolina 28262-2373
(Address, including zip code, of principal executive offices)
(704) 688-4300
(Registrant’s telephone number, including area code)
Not Applicable
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition
Item 7.01 Regulation FD Disclosure
The following information is furnished pursuant to Item 2.02, “Results of Operations and
Financial Condition” and Item 7.01, “Regulation FD Disclosure.”
On October 23, 2006, First Charter Corporation announced its financial results for the three
and nine-month periods ended September 30, 2006. A copy of the news release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
On October 24, 2006, as previously announced, the First Charter executive management team will
review and discuss the Corporation’s third quarter 2006 financial results. The slide package
prepared for use by the First Charter Corporation executive management team at this presentation is
available at First Charter Corporation’s website, www.firstcharter.com, and is also furnished
herewith as Exhibit 99.2. In addition, all of the information in the presentation is presented as
of October 23, 2006, and First Charter Corporation does not assume any obligation to update such
information in the future.
The information included in Items 2.02 and 7.01, as well as Exhibits 99.1 and 99.2 referenced
herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933.
Item 8.01 Other Events
For the purposes of Rule 425 of the Securities Act of 1933, as amended, the information in the
slide package included herewith as Exhibit 99.2 relating solely to the strategic merger between
First Charter and GBC Bancorp, Inc. (“GBC”) is being filed under this Item 8.01.
Additional Information
First Charter has filed a Registration Statement on Form S-4/A (File No. 333-135847), which
includes a definitive Proxy Statement/Prospectus relating to the merger with GBC and both companies
will file other relevant documents regarding this transaction with the Securities and Exchange
Commission (the “SEC”). The Registration Statement has been declared effective by the SEC, and GBC
has mailed a definitive Proxy Statement/Prospectus to its shareholders. You are urged to read the
Registration Statement, the definitive Proxy Statement/Prospectus and any other relevant documents
filed with the SEC as they become available, as well as any amendments or supplements to those
documents, because they will contain important information.
You may obtain copies of all documents filed with the SEC regarding this transaction,
free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free
of charge, from First Charter’s website (www.firstcharter.com) under the tab “About First
Charter” and then under the heading “Investor Relations” and then under the heading “Financial Reports” and
then under the item “SEC Filings.” You may also obtain these documents, free of charge, from GBC’s
website (www.gwinnettbanking.com) under the tab “Investor Relations.”
Item 9.01 Financial Statements and Exhibits
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99.1 |
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News Release disseminated on October 23, 2006 by First Charter Corporation |
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99.2 |
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Slide Package prepared for use by the First Charter Corporation executive
management team for the third quarter 2006 earnings conference call held
on October 24, 2006 |
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.
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FIRST CHARTER CORPORATION
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/s/ Charles A. Caswell
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Charles A. Caswell |
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Executive Vice President and
Chief Financial Officer |
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Dated: October 23, 2006
EXHIBIT INDEX
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Description |
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99.1
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News Release disseminated on October 23, 2006 by First Charter Corporation |
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99.2
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Slide Package prepared for use by the First Charter Corporation executive
management team for the third quarter 2006 earnings conference call held
on October 24, 2006 |