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): ~~December~~January 152, ~~2017~~2018 (~~December~~January 131, ~~2017~~2018)

HCBF Holding Company, Inc.

(Exact name of registrant as specified in its charter)

Florida

333-217395

27-2326440

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

200 S. Indian River Drive, Suite 101

Fort Pierce, Florida 34950

(Address of principal executive offices, including zip code)

(772) 409-2270

(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:

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))

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 x

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. x

~~Item~~Introductory ~~5.07 Submission of Matters to a Vote of Security Holders.~~Note

On ~~December~~January 131, ~~2017~~2018, CenterState Bank Corporation (f/k/a CenterState Banks, Inc.), a Florida corporation (“CenterState”), completed its previously announced merger with HCBF Holding Company, Inc., a Florida corporation (“HCBF”). Pursuant to the Agreement and Plan of Merger, dated as of August 12, 2017 (the “~~Company~~Merger Agreement”) ~~held~~, aby ~~special~~and ~~meeting~~between ofCenterState ~~its~~and ~~shareholders~~HCBF, on January 1, 2018, HCBF merged with and into CenterState (the “~~Special Meeting~~Merger”)., ~~The~~with ~~proposals~~CenterState ~~submitted~~surviving tothe Merger. Immediately following the ~~Company~~Merger, HCBF’s wholly-owned subsidiary bank, Harbor Community Bank, merged with and into CenterState Bank, N.A., a national banking ~~shareholders~~association atand ~~the~~wholly-owned ~~Special~~subsidiary ~~Meeting~~of ~~were:~~CenterState (“CenterState Bank”), with CenterState Bank surviving as a national bank subsidiary of CenterState.

·The toforegoing ~~approve~~description of the ~~adoption~~Merger ofand ~~the~~Merger Agreement does ~~and~~not ~~Plan~~purport ofto ~~Merger,~~be ~~dated~~complete asand ofis ~~August~~qualified ~~12,~~in ~~2017,~~its entirety by ~~and~~reference ~~between~~to the ~~Company~~full ~~and~~text ~~CenterState~~of ~~Bank Corporation (~~the “Merger Agreement”) and certain exhibits attached thereto, ~~pursuant~~a tocopy of which ~~the~~was ~~Company~~filed ~~will~~as ~~merge~~Exhibit ~~with~~2.1 ~~and~~to ~~into~~HCBF’s ~~CenterState~~Current ~~Bank~~Report ~~Corporation~~on ~~(the~~Form ~~“Merger”)~~8-K ~~(such~~filed ~~proposal,~~with the ~~“Merger~~Securities and ~~Proposal”);~~Exchange Commission on August 14, 2017, and which is incorporated herein by reference.

·Item to2.01 ~~approve,~~Completion onof anAcquisition ~~advisory (non-binding) basis, the compensation that may be paid~~ or ~~become~~Disposition ~~payable to the named executive officers~~ of ~~the Company that is based on or otherwise relates to the Merger (the “Compensation Advisory Proposal”).~~Assets

~~The~~Pursuant ~~Merger~~to ~~Proposal~~the ~~and~~Merger ~~the~~Agreement, ~~Compensation~~each ~~Advisory~~outstanding ~~Proposal~~share ~~were~~of ~~each~~HCBF ~~described~~common instock ~~greater~~issued ~~detail~~and inoutstanding immediately prior to the ~~Company’s~~effective ~~definitive~~time ~~proxy~~of ~~statement,~~the ~~which~~Merger was ~~filed~~converted ~~with~~into the ~~Securities~~right to receive (i) 0.675 shares of CenterState common stock and ~~Exchange Commission~~(ii) ona ~~October~~cash ~~31,~~amount ~~2017~~equal to $1.925 ~~The~~plus ~~Company’s~~any cash dividends payable to CenterState shareholders ~~approved~~on ~~both~~or after the closing of the Merger. ~~Proposal~~Each ~~and~~outstanding ~~the~~share ~~Compensation~~of ~~Advisory Proposal.~~CenterState ~~The~~common ~~voting~~stock ~~results~~shall ~~for~~remain outstanding and unaffected by the Merger. ~~Proposal~~Pursuant ~~and~~to the ~~Compensation~~Merger ~~Advisory Proposal~~Agreement, ~~including~~each ~~the~~option ~~number~~to purchase shares of ~~votes~~HCBF ~~cast~~common stock ~~for,~~automatically ~~against~~became orfully ~~withheld,~~vested and was converted into an option to purchase the number of ~~abstentions~~shares ~~with~~of ~~respect~~CenterState common stock equal to ~~each~~the number of shares subject to such ~~proposal~~stock option multiplied by 0.75, ~~are~~and asat ~~follows:~~an exercise price equal to the exercise price per share of the HCBF stock option divided by 0.75.

~~Merger~~The ~~Proposal~~information set forth in the Introductory Note above is incorporated into this Item 2.01 by reference.

	FOR	AGAINST	ABSTAIN
	19,499,177	101	7,182

Item 3.03

Material Modification to the Rights of Security Holders

~~Compensation~~The ~~Advisory~~information ~~Proposal~~set forth in the Introductory Note above and in Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

	FOR	AGAINST	ABSTAIN
	19,295,197	153,090	58,173

Item 5.01

Changes in Control of Registrant

AsThe ofinformation ~~October~~set ~~25,~~forth ~~2017,~~in the Introductory Note above and ~~record~~in ~~date~~Items ~~for~~2.01 ~~the~~and ~~Special~~5.02 ~~Meeting,~~of ~~there~~this ~~were~~Current ~~20,992,219~~Report ~~shares~~on ofForm ~~the~~8-K ~~Company’s~~is ~~common~~incorporated ~~stock~~into ~~outstanding~~this ~~and~~Item ~~entitled to~~5.01 ~~vote~~by reference.

InItem ~~connection~~5.02 ~~with~~Departure ~~the Special Meeting, the Company also solicited proxies with respect to the adjournment or postponement~~ of ~~the~~Directors ~~Special Meeting to a later date~~ or ~~time, if~~Certain ~~necessary~~Officers; orElection ~~appropriate, to solicit additional proxies in the event there were insufficient votes at the time~~ of ~~the~~Directors; ~~Special Meeting~~Appointment ~~to approve the Merger Proposal. As there were sufficient votes at the time~~ of ~~the~~Certain ~~Special~~Officers; ~~Meeting~~Compensatory toArrangements ~~approve the Merger Proposal, the adjournment~~ of ~~the~~Certain ~~Special Meeting to solicit additional proxies for such purpose was unnecessary and such proposal was not submitted to the Company’s shareholders for approval at the Special Meeting.~~Officers

~~The~~At the effective time of the Merger, HCBF’s ~~remains~~directors ~~subject~~and toexecutive ~~other~~officers ~~customary~~ceased ~~closing conditions~~serving in such capacities.

~~SIGNATURE~~Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year

~~Pursuant~~At to the ~~requirements~~effective time of the ~~Securities~~Merger, ~~Exchange~~the ~~Act~~Articles of Incorporation and Amended and Restated ByLaws of ~~1934~~CenterState, as ~~amended,~~the surviving corporation of the ~~registrant~~Merger, ~~has~~became ~~duly~~the ~~caused~~Articles ~~this~~of ~~report~~Incorporation and toByLaws beof ~~signed~~HCBF, onrespectively, ~~its~~in ~~behalf~~accordance bywith the ~~undersigned~~terms ~~hereunto~~of ~~duly~~the ~~authorized~~Merger Agreement.

Date: December 15, 2017	HCBF Holding Company, Inc.
	By:	/s/ Randall A. Ezell
		Randall A. Ezell
		Executive Vice President and Chief Financial Officer

The information set forth in the Introductory Note above and in Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference. The Articles of Incorporation and Amended and Restated Bylaws of CenterState are included here as Exhibit 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated into this Item 5.03 by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

2.1

Agreement and Plan of Merger, dated as of August 12, 2017, by and between CenterState Bank Corporation (f/k/a CenterState Banks, Inc.) and HCBF Holding Company, Inc. (attached as Exhibit 2.1 to HCBF’s Current Report on Form 8-K filed on August 14, 2017 and incorporated herein by reference).

3.1

Articles of Incorporation of CenterState Bank Corporation (f/k/a CenterState Banks, Inc.) (incorporated herein by reference to Exhibit 3.1, as amended, to CenterState Bank Corporation’s Registration Statement on Form S-4, File No. 333-95087, dated January 20, 2000).

3.2

Amended and Restated ByLaws of CenterState Bank Corporation (f/k/a CenterState Banks, Inc.) (incorporated herein by reference to Exhibit 3.7 to CenterState Bank Corporation’s Annual Report on Form 10-K filed on March 2, 2017).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Date: January 1, 2018	HCBF Holding Company, Inc.

	By:	/s/ Randall A. Ezell
		Randall A. Ezell
		Executive Vice President and Chief Financial Officer

Filing Compare · HCBF Holding Company, Inc.