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): January 20, 2006
FULTON FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Pennsylvania
(State or Other Jurisdiction of
Incorporation )
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0-10587
(Commission File Number)
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23-2195389
(IRS Employer
Identification No.) |
One Penn Square
P.O. Box 4887
Lancaster, Pennsylvania 17604
(Address of Principal Executive
Offices)
Registrant’s telephone number, including area code: (717) 291-2411
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 Instructions
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 20, 2006, Fulton Financial Corporation (the “Company”), Fulton Capital Trust I, a
wholly-owned Delaware statutory trust subsidiary of the Company (the “Trust”), and FFC Management,
Inc., a wholly-owned subsidiary of the Company (“FFC”), entered into a purchase agreement (the
“Purchase Agreement”) with Sandler O’Neill & Partners, L.P., for itself and as Representative (as
defined in the Purchase Agreement) of the other underwriters named therein, with respect to the
Trust’s issuance and sale in a firm commitment public offering (the “Capital Securities Offering”)
of $150,000,000 aggregate liquidation amount of 6.29% Capital Securities (the “Capital
Securities”). The Capital Securities to be sold in the Capital Securities Offering were registered
by the Company and the Trust under the Securities Act of 1933, as
amended, pursuant to an automatic shelf
registration statement filed on December 27, 2005 on Form S-3ASR (File no. 333-130718).
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) - (c) Not applicable.
(d) Exhibits
Exhibit No.
Exhibit 1.1 Purchase Agreement, dated January 20, 2006, by and among the Company, the Trust,
FFC and the underwriters named therein.
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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 thereunto duly
authorized.
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FULTON FINANCIAL CORPORATION
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By: |
/s/ Charles J. Nugent
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Charles J. Nugent |
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Senior Executive Vice President and
Chief Financial Officer |
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Dated: January 24, 2006
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