Attached files
| file | filename |
|---|---|
| EX-10.3 - ServisFirst Bancshares, Inc. | v177942_ex10-3.htm |
| EX-10.2 - ServisFirst Bancshares, Inc. | v177942_ex10-2.htm |
| EX-10.1 - ServisFirst Bancshares, Inc. | v177942_ex10-1.htm |
| EX-99.1 - ServisFirst Bancshares, Inc. | v177942_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): March 15, 2010
SERVISFIRST
BANCSHARES, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
|
0-53149
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26-0734029
|
|
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
850 Shades Creek Parkway, Birmingham, Alabama
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35209
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|
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(Address
of Principal Executive Offices)
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(Zip
Code)
|
(205)
949-0302
(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 obligations 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))
Section
1 – Registrant’s Business and Operations
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Item 1.01.
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Entry
into a Material Definitive
Agreement
|
ServisFirst Bancshares, Inc. (the
“Company”) established a new Delaware statutory trust subsidiary, ServisFirst
Capital Trust II (the “Trust”), which issued, as of March 15, 2010, 15,000
shares of its 6.0% Mandatory Convertible Trust Preferred Securities (the
“Preferred Securities”) for $15,000,000, or $1,000 per Preferred Security. The
Trust simultaneously issued 50,000 shares of its common securities to the
Company for a purchase price of $50,000, or $1.00 per share, which together with
the Preferred Securities, constitutes all of the issued and outstanding
securities of the Trust (collectively, the “Trust Securities”). The
Trust invested all of the proceeds from the sale of the Trust Securities in the
Company’s 6.0% Junior Subordinated Mandatory Convertible Deferrable Interest
Debentures due March 15, 2040 in the principal amount of $15,050,000 (the
“Subordinated Debentures”). The Preferred Securities were offered and
sold to accredited investors in a private placement. The Company will
use the net proceeds from this private placement for general working
capital.
Holders of the Preferred Securities
will be entitled to receive distributions accruing from March 15, 2010, (the
“Issue Date”), and payable quarterly in arrears on March 15, June 15, September
15 and December 15 of each year (each, a “Distribution Date”), commencing June
15, 2010 unless the Company defers interest payments on the Subordinated
Debentures. From the Issue Date, distributions accrue at an annual
rate equal to 6.0% (the “Securities Rate”) of the liquidation amount of $1,000
per Preferred Security. The Securities Rate and the Distribution
Dates for the Preferred Securities correspond to the interest rate and payment
dates on the Subordinated Debentures, which constitute substantially all the
assets of the Trust. As a result, if principal or interest is not
paid on the Subordinated Debentures, no corresponding amounts will be paid on
the Preferred Securities. The Trust also pays a distribution on the
common securities at an annual rate of 6.0% of the purchase price of the common
securities, but such payments are financially immaterial since they simply
represent a return of funds to the Company.
The Subordinated Debentures are
subordinate and junior in right of payment to all of the Company’s Senior Debt,
as defined in the Indenture (as defined below); provided, however, that, while
any of the Preferred Securities remain outstanding, the Company shall not incur
any additional Senior Debt in excess of 0.5% of the Company’s average assets for
the fiscal year immediately preceding, unless approved by the holders of a
majority of the outstanding Preferred Securities. The Company has the
right to defer payments of interest on the Subordinated Debentures by extending
the interest payment period on the Subordinated Debentures, at any time and from
time to time, for up to 20 consecutive quarterly periods for each deferral
period. During any deferral period, the Company may not (i) pay
dividends on or redeem any of its capital stock, (ii) pay principal of or
interest on any debt securities ranking pari passu with or
subordinate to the Subordinated Debentures or (iii) make any guaranty payments
with respect to any guaranty of the debt securities of any of the Company’s
subsidiaries if such guaranty ranks pari passu with or junior in
right of payment to the Subordinated Debentures.
The Trust Securities were issued
pursuant to an Amended and Restated Trust Agreement of the Trust, dated March
15, 2010, a copy of which is attached hereto as Exhibit
10.1. The Subordinated Debentures were issued pursuant to an
Indenture, dated March 15, 2010, by and between the Company, as issuer, and
Wilmington Trust Company, as trustee (the “Indenture”), a copy of which is
attached hereto as Exhibit
10.2.
If not previously redeemed or converted
into common stock of the Company, all Preferred Securities will automatically
and mandatorily convert into such common stock on March 15, 2013 (the “Mandatory
Conversion Date”) at a conversion price of $25 per share of common
stock (the “Conversion Price”). In addition to such mandatory
conversion, Preferred Securities may be converted into common stock of the
Company at the option of the holder at any time prior to the earliest to occur
of maturity, redemption or mandatory conversion at the Conversion
Price.
2
The Preferred Securities are subject to
mandatory redemption upon repayment of the Subordinated Debentures at their
Stated Maturity (as defined in the Indenture), or upon earlier redemption of the
Subordinated Debentures. The Subordinated Debentures are redeemable by the
Company at any time in whole, but not in part, upon the occurrence of a Special
Event, as defined in the Indenture.
The Company has the right at any time
to terminate the Trust and cause the Subordinated Debentures to be distributed
to the holders of the Preferred Securities in liquidation of the Trust. This
right is optional and wholly within the Company’s discretion. Circumstances
under which the Company may determine to exercise such right could include, but
are not limited to, the occurrence of a Capital Event, an Investment Company Act
Event or a Tax Event, each as defined in the Indenture, adverse tax consequences
to the Company or the Trust that are not within the definition of a Tax Event
because such tax consequences do not result from an amendment or change
described in such definition, and changes in the accounting requirements
applicable to the Preferred Securities
Section
2 – Financial Information
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Item 2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an
Off-BalanceSheet
Arrangement of a Registrant.
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The information set forth under Item
1.01 of this Current Report is incorporated herein by reference in its
entirety.
The Company guarantees the payment of
the distributions on the Preferred Securities under a Preferred Securities
Guaranty Agreement (the “Guaranty”), a copy of which is attached hereto as Exhibit 10.3, but
only to the extent the Trust has funds legally and immediately available to make
such distributions. The obligations of the Company under the Guaranty
will be subordinate and junior in right of payment to all other of the Company’s
liabilities and will rank pari
passu with the most senior preferred stock issued by the Company, if
any.
Section
3 – Securities and Trading Markets
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Item 3.02.
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Unregistered
Sales of Equity Securities
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The information set forth under Item
1.01 of this Current Report is incorporated herein by reference in its
entirety.
The issuance of the Preferred
Securities was, and the issuance and sale of the shares of the Company’s common
stock upon conversion of the Preferred Securities will be, exempt from
registration under the Securities Act of 1933 (the “Act”), in reliance on the
exemptions from the registration requirements of the Act for transactions not
involving any public offering pursuant to Section 4(2) under the Act and Rule
506 of Regulation D thereunder.
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Section
7 – Regulation FD
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Item 7.01.
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Regulation
FD Disclosure.
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On March 18, 2010, the Company issued
press releases announcing the completion of the above-described private
placement in each of its four primary markets. The press release
relating to the Birmingham market was also released generally over a national
wire service. Copies of the press releases are attached hereto as
Exhibit 99.1.
Section
9 – Financial Statements and Exhibits
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Item 9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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Description
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Exhibit 10.1
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Amended
and Restated Trust Agreement of ServisFirst Capital Trust II, dated March
15, 2010.
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Exhibit 10.2
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Indenture,
dated March 15, 2010, by and between ServisFirst Bancshares, Inc. and
Wilmington Trust Company.
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Exhibit 10.3
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Preferred
Securities Guaranty Agreement, dated March 15, 2010, by and between
ServisFirst Bancshares, Inc. and Wilmington Trust
Company.
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Exhibit 99.1
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Press
Releases issued by ServisFirst Bancshares, Inc. on March 18,
2010.
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4
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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SERVISFIRST
BANCSHARES, INC.
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Date:
March 18, 2010
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By:
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/s/William M.
Foshee
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William
M. Foshee
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Executive
Vice President
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and
Chief Financial Officer
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