Attached files
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| EX-99 - SUPERIOR BANCORP | v171980_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): January 15,
2010
SUPERIOR
BANCORP
(Exact
Name of Registrant as Specified in Charter)
Delaware
State or
Other
Jurisdiction
of
Incorporation
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0-25033
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63-1201350
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(Commission
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(IRS Employer
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File Number)
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Identification
No.)
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17 North 20th Street,
Birmingham, Alabama
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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
1 – Registrant’s Business and Operations
Item
1.01. Entry into a Material
Definitive Agreement.
On
January 15, 2010, Superior Bancorp (the “Company”) entered into an agreement
with Cambridge Savings Bank (“Cambridge”) pursuant to which Cambridge will
exchange approximately $3,500,000 of trust preferred securities issued by the
Company’s wholly owned unconsolidated subsidiary, Superior Capital Trust I, for
shares of the Company’s common stock. The number of shares of the
Company’s common stock to be issued to Cambridge will equal 77% of
the face value of the trust preferred securities divided by a weighted average
of the sales prices of newly issued shares of the Company’s common stock sold
between the date of the agreement and the closing of the exchange or, if lower,
the weighted average of the sales prices of such stock within forty-eight hours
prior to the closing of the exchange. The consummation of the
transaction is conditioned upon the Company selling at least $75 million of its
common stock either for cash or in exchange for trust preferred securities or
debt, obtaining consent of the Company’s stockholders if required by NASDAQ, and
other customary closing conditions.
On
January 20, 2010, the Company entered into an agreement with KBW, Inc. (“KBW”)
pursuant to which KBW will exchange approximately $4,000,000 of trust preferred
securities issued by the Company’s wholly owned unconsolidated subsidiary,
Superior Capital Trust I, for shares of the Company’s common
stock. The number of shares of the Company’s common stock to be
issued to KBW will equal 50% of the face value of the trust preferred securities
divided by the greater of the following prices of the Company’s common stock
during the ten trading days prior to the closing of the exchange: (1) the
average of the closing prices or (2) 90% of the volume weighted average
price. The consummation of the transaction is conditioned upon
obtaining consent of the Company’s stockholders if required by NASDAQ, and other
customary closing conditions.
Neither
the Company nor the Company’s affiliates have any material relationship with
Cambridge other than in respect of the exchange
agreement. Neither the Company nor the Company’s affiliates
have any material relationship with KBW except that the Company has engaged an
affiliate of KBW to assist it in formulating and implementing strategies to
strengthen the Company’s capital position.
Section
3 – Securities and Trading Markets
Item
3.02. Unregistered Sales of
Equity Securities
(a) Securities Sold and (c)
Consideration
The response to Item 1.01. above is
incorporated herein by reference.
(d) Exemption from Registration
Claimed.
Exemption from registration is claimed
under Section 3(a)(9) of the Securities Act of 1933. The common stock
which is being issued is being exchanged with existing security holders
exclusively, and no commission or other remuneration is being paid or given
directly or indirectly for soliciting such exchange.
Section 7 — Regulation
FD
Item 7.01. Regulation FD
Disclosure.
On
January 21, 2010, the Company issued a press release announcing that it had
entered into agreements to exchange trust preferred securities for shares of its
common stock. 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
No.
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Description
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Exhibit
99
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Press
Release of Superior Bancorp dated January 21,
2010.
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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:
January 21, 2010
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By:
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/s/
C. Stanley Bailey
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C.
Stanley Bailey
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Chairman,
President and Chief Executive Officer
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INDEX TO
EXHIBITS
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Exhibit
No.
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Description
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Exhibit
99
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Press
Release of Superior Bancorp dated January 21,
2010.
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