Attached files
| file | filename |
|---|---|
| EX-3 - SUPERIOR BANCORP | v167052_ex3.htm |
| EX-99 - SUPERIOR BANCORP | v167052_ex99.htm |
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): November 19,
2009
SUPERIOR
BANCORP
(Exact
Name of Registrant as Specified in Charter)
Delaware
State or
Other
Jurisdiction
of
Incorporation
|
0-25033
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63-1201350
|
||
|
(Commission
|
(IRS
Employer
|
||
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File
Number)
|
Identification
No.)
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35203
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(Address
of Principal Executive Offices)
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Zip
Code)
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(205)
327-1400
(Registrant’s
Telephone Number, including Area Code)
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
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section 5 — Corporate Governance and
Management
Item 5.03. Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
As
previously disclosed in Superior Bancorp’s proxy statement relating to its
special meeting of stockholders held on November 19, 2009, the Board of
Directors of the Corporation proposed an amendment to the Corporation’s Restated
Certificate of Incorporation to increase the number of authorized shares of the
Corporation’s common stock from 20 million to 200 million. The text of this
amendment was attached to the above-referenced proxy statement as Annex A, which
is hereby incorporated herein by reference. This amendment was
approved by the holders of a majority of the outstanding shares of the
Corporation’s common stock, and the Corporation filed a Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware on November
19, 2009 reflecting such amendment. Such Restated Certificate
of Incorporation is now the Certificate of Incorporation of Superior
Bancorp.
Section 7 — Regulation
FD
Item 7.01. Regulation FD
Disclosure.
On
November 19, 2009, Superior Bancorp issued a press release announcing the
approval by its stockholders of the amendment to its Restated Certificate of
Incorporation. The text of the press release is attached to this report as
Exhibit 99. This information is furnished pursuant to Item 7.01 of Form 8-K and
shall not be deemed to be “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
Section, unless we specifically incorporate it by reference in a document filed
under the Securities Act of 1933 or the Securities Exchange Act of 1934. By
filing this report on Form 8-K and furnishing this information, we make no
admission as to the materiality of any information in this report that is
required to be disclosed solely by reason of Regulation FD.
Section 9 — Financial Statements and
Exhibits
Item 9.01. Financial Statements and
Exhibits.
(d)
Exhibits
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Exhibit
3
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Restated
Certificate of Incorporation of Superior Bancorp dated November 19,
2009
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|
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Exhibit
99
|
Press
Release of Superior Bancorp dated November 19,
2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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SUPERIOR
BANCORP
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Date:
November 19, 2009
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By:
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/s/
Rick D. Gardner
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Rick
D. Gardner
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Vice
Chairman
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INDEX TO
EXHIBITS
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Exhibit
No.
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Description
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Exhibit
3
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Restated
Certificate of Incorporation of Superior Bancorp dated November 19,
2009
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|
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Exhibit
99
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Press
Release of Superior Bancorp dated November 19,
2009
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