Attached files
| file | filename |
|---|---|
| EX-99.1 - STATE BANCORP INC | form8k_nov2009cexh99-1.htm |
| EX-99.2 - STATE BANCORP INC | form8k_nov2009cexh99-2.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
State Bancorp,
Inc.
(Exact name of registrant as
specified in its charter)
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New York
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001-14783
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11-2846511
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(State or Other
Jurisdiction
of
Incorporation)
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(Commission File
Number)
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(IRS
Employer
Identification
No.)
|
Two Jericho Plaza
Jericho, NY 11753
(Address of Principal Executive
Offices)
Registrant’s telephone number,
including area code (516) 465-2200
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
On
November 25, 2009 State Bancorp, Inc. (the “Company”) entered into an Exchange
Agreement (the “Exchange Agreement”) with the investors named therein
(“Investors”) to exchange the Company’s unsecured 8.25% Subordinated Notes due
June 15, 2013 with an outstanding principal balance of $10 million (the “Notes”)
plus accrued interest for an aggregate of 1,656,600 shares of common stock, par
value $0.01 per share, of the Company (the “Common Stock”). For
purposes of the exchange, each share of Common Stock was valued at $6.50 per
share. The transaction is scheduled to close on or about December 1,
2009.
A copy of the Exchange Agreement is
filed as Exhibit 99.1 to this report.
A copy of the press release issued by
the Company on November 30, 2009 with respect to the foregoing is filed as
Exhibit 99.2 to this report.
ITEM
3.02 UNREGISTERED
SALES OF EQUITY SECURITIES
As
described above in Item 1.01 of this Current Report on Form 8-K, pursuant to the
Exchange Agreement, the Company has agreed to issue an aggregate of 1,656,600
shares of Common Stock in exchange for the Notes plus accrued
interest. The issuance of the Common Stock will not be registered
under the Securities Act of 1933, as amended (the “Securities Act”) but will be
made in reliance upon the exemption from registration available under Section
3(a)(9) of the Securities Act. Section 3(a)(9) exempts any security
exchanged by the issuer with its existing security holders from registration
under the Securities Act, provided no commission or other remuneration has been
paid or given for soliciting the exchange, which is the case in connection with
the Exchange Agreement.
The information pertaining to the
Exchange Agreement in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
ITEM
8.01 OTHER
EVENTS
On
November 19, 2009, State Bank of Long Island (the “Bank”), a wholly owned
subsidiary of the Company, entered into a Loan Purchase Agreement (the “Loan
Purchase Agreement”) to sell certain under performing, non-performing, and in
foreclosure loans in the aggregate unpaid principal amount of approximately $20
million. The sale
resulted in an aggregate pre-tax loss of $11 million which will be included in
the Company’s fourth quarter results. The transaction was
completed on November 19, 2009.
The loans were sold “as is, where is”
with all faults (but subject to certain representations and warranties
specifically set forth in the Loan Purchase Agreement), on a servicing released
basis. Certain representations and warranties of the Bank with
respect to the loans survive for 120 days following the closing and if any such
representation or warranty is breached, the purchaser has the right to require
the Bank, at the Bank’s option, to either cure the breach within 60 days after
notice thereof or repurchase the loan.
A copy of the press release issued by
the Company on November 30, 2009 with respect to the foregoing is filed as
Exhibit 99.2 to this report.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
(d) Exhibits
The following exhibits are filed as
part of this report.
Exhibit
99.1 Exchange
Agreement dated as of November 25, 2009 by and among State Bancorp, Inc. and
Investors named therein.
Exhibit
99.2 Press
release issued by the Company on November 30, 2009.
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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Date:
November 30, 2009
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State Bancorp,
Inc.
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By:
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/s/ Brian K.
Finneran
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Brian
K. Finneran
Chief
Financial Officer
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EXHIBIT
INDEX
| Exhibit Number | Description |
| 99.1 |
Exchange
Agreement dated as of November 25, 2009 by and among State Bancorp, Inc.
and Endicott Management Group, Sandler O’Neill
Asset Management, PRB Investors, L.P., Northaven Partners, L.P.,
Northaven Partners II, L.P. and Northaven Offshore,
Ltd.
|
| 99.2 |
Press
release issued by the Company on November 30,
2009.
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