DELAWARE
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63-1201350
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(State
or Other Jurisdiction
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(I.R.S.
Employer
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of
Incorporation or Organization)
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Identification
Number)
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Proposed
Maximum
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Proposed
Maximum
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Title
of Securities
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Amount
to be
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Offering
Price
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Aggregate
Offering
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Amount
of
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to
be Registered
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Registered
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Per
Share (1)
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Price
(1)(2)
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Registration
Fee (2)
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Common
Stock, par value $.001 per share
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300,000
shares
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N/A
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2,107,500
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$82.82
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(1)
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All
shares of stock that are the subject of this Registration Statement
on
Form S-8 will be valued at the closing price of such stock on the
deemed
dates of issuance, which will coincide with the dates on which Superior
Bancorp’s Board of Directors or committees thereof hold
meetings.
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(2)
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Pursuant
to Rule 457(b)(1), the registration fee has been calculated based on
the average of the high and low sale prices for Superior Bancorp’s Common
Stock reported on the NASDAQ Global Market System on July 21, 2008,
or
$7.025 per share.
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(a)
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The
Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2007.
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(b)
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The
Company’s Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2008.
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(c)
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The
Company’s Current Reports on Form 8-K dated as of January 24, January 28,
January 30, February 11, April 23, April 28 and May 1,
2008.
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(d)
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The
description of securities to be registered contained in the Registration
Statement (No. 333-82428) filed with the Commission on Form S-1 under
the
Securities Act and declared effective on March 19, 2002, including
any
amendment or reports filed for the purpose of updating such
description.
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(e)
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All
documents subsequently filed by the Company pursuant to Sections
13(a),
13(c), 14 and 15(d) of the Securities Exchange Act (the “Exchange Act”),
prior to the filing of a post-effective amendment which indicates
that all
securities offered have been sold or which deregisters all securities
then
remaining unsold, shall be deemed to be incorporated by reference
into
this Registration Statement and to be a part hereof from the date
of
filing of such documents.
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Exhibit
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Number
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Description
of Exhibit
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(3)
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Restated
Certificate of Incorporation of Superior Bancorp, filed as Exhibit
(3) to the Company’s Current Report on Form 8-K dated April 28,
2008, is hereby incorporated herein by reference.
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(4)
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Superior
Bancorp 2008 Incentive Compensation Plan, filed as Appendix B to
the
Company’s definitive Proxy Statement dated March 24, 2008, is incorporated
herein by reference.
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(5)
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Opinion
of William H. Caughran as to the legality of the Superior Bancorp
Common
Stock being registered.
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(23)-1
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Consent
of Grant Thornton LLP.
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(23)-2
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Consent
of Carr, Riggs & Ingram, LLC.
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(23)-3
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Consent
of William H. Caughran (included in Exhibit 5).
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(24)
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Powers
of Attorney (set forth on the signature page of this Registration
Statement).
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(a) |
The
undersigned Registrant hereby undertakes:
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SUPERIOR
BANCORP
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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
and Chief Executive Officer
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Signature
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Title
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Date
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/s/
C. Stanley Bailey
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Chairman
and Chief Executive Officer
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C.
Stanley Bailey
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(Principal
Executive Officer)
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July
23, 2008
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/s/
Mark A. Tarnakow
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Chief
Financial Officer
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Mark
A. Tarnakow
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(Principal
Financial and Accounting Officer)
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July
23, 2008
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Signature
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Title
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Date
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/s/
Roger D. Barker
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Director
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July
23, 2008
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Roger
D. Barker
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/s/
Rick D. Gardner.
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Chief
Operating Officer and Director
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July
23, 2008
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Rick
D. Gardner
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/s/
Thomas E. Jernigan, Jr.
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Director
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July
23, 2008
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Thomas
E. Jernigan, Jr.
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/s/
James Mailon Kent, Jr.
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Director
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July
23, 2008
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James
Mailon Kent, Jr.
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/s/
Mark A. Lee
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Director
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July
23, 2008
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Mark
A. Lee
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/s/
James M. Link
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Director
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July
23, 2008
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James
M. Link
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/s/
Peter L. Lowe
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Director
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July
23, 2008
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Peter
L. Lowe
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/s/
John C. Metz
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Director
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July
23, 2008
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John
C. Metz
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/s/
D. Dewey Mitchell
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Director
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July
23, 2008
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D.
Dewey Mitchell
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/s/
Barry Morton
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Director
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July
23, 2008
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Barry
Morton
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/s/
Robert R. Parrish, Jr.
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Director
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July
23, 2008
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Robert
R. Parrish, Jr.
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/s/
Charles W. Roberts, III
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Director
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July
23, 2008
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Charles
W. Roberts, III
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/s/
C. Marvin Scott
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President
and Director
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July
23, 2008
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C.
Marvin Scott
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/s/
James C. White, Sr.
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Director
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July
23, 2008
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James
C. White, Sr.
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Exhibit
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Number
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Description
of Exhibit
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(3)
|
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Restated
Certificate of Incorporation of Superior Bancorp, filed as Exhibit
(3) to the Company’s Current Report on Form 8-K dated April 28,
2008, is hereby incorporated herein by reference.
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(4)
|
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Superior
Bancorp 2008 Incentive Compensation Plan, filed as Appendix B to
the
Company’s definitive Proxy Statement dated March 24, 2008, is incorporated
herein by reference.
|
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|
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(5)
|
|
Opinion
of William H. Caughran as to the legality of the Superior Bancorp
Common
Stock being registered.
|
(23)-1
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Consent
of Grant Thornton LLP.
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(23)-2
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Consent
of Carr, Riggs & Ingram, LLC.
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(23)-3
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Consent
of William H. Caughran (included in Exhibit 5).
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(24)
|
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Powers
of Attorney (set forth on the signature page of this Registration
Statement).
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