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): September 24, 2007

 

SECURITY BANK CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

Georgia   000-23261   58-2107916

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

4219 Forsyth Road

Macon, Georgia 31210

(Address of Principal Executive Offices, including Zip Code)

(478) 722-6200

(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))

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 18, 2007, the Board of Directors of Security Bank Corporation (the “Company”) adopted Amended and Restated Bylaws for the Company. The main purpose of the amendments was to make the Company’s common stock eligible for participation in a Direct Registration Program operated by a clearing agency (such as the one offered by the Depository Trust Corporation), pursuant to NASDAQ Marketplace Rule 4350(l), as recently amended. To be eligible for a Direct Registration Program, the Company’s common stock must qualify as “eligible securities,” meaning that the Company must permit electronic direct registration of the common stock in an investor’s name on the books of the transfer agent or the Company, and similarly allow the common stock to be transferred between a transfer agent and broker. Accordingly, the amendments were adopted to provide for a system of issuance, recordation and transfer of the Company’s common stock by electronic or other means not involving any issuance of physical certificates.

In addition, the Company also made certain other revisions, updates and modifications to the Bylaws to make them consistent with the Company’s current practices and operations. Pursuant to the Amended and Restated Bylaws, these revisions must be ratified by the Company’s shareholders, and the Company will include the Amended and Restated Bylaws in next year’s proxy statement for the shareholders to approve.

The Amended and Restated Bylaws are attached to this Current Report as Exhibit 3.1 and are incorporated into this Item 5.03 by this reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number

  

Description

3.1    Amended and Restated Bylaws.

 

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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.

 

        SECURITY BANK CORPORATION
Dated: September 24, 2007     By:  

/s/ H. Averett Walker

      H. Averett Walker
      President and Chief Executive Officer

 

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EXHIBIT INDEX

 

Exhibit
Number

  

Description

3.1    Amended and Restated Bylaws.

 

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