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): July 15, 2009
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section 3 — Securities and Trading
Markets
Item 3.02. Unregistered Sales of
Equity Securities
On July
15, 2009, Superior Bancorp began closing on a private placement of its common
stock, $0.001 par value per share, pursuant to which Superior Bancorp
anticipates issuing approximately 1,700,000 shares for an aggregate price of
approximately $3,700,000. There will be no underwriting discounts or
commissions. The issuance and sale of the common stock is exempt from
registration under the Securities Act of 1933 (the “Act”) in reliance on the
exemptions from the registration requirement of the Act for transactions not
involving any public offering pursuant to Section 4(2) of the Act and Rule 506
of Regulation D promulgated pursuant to the Act. The issuance and
sale of the common stock qualifies for these exemptions because the offering was
made to a limited number of sophisticated investors who were “accredited
investors” within the meaning of Regulation D.
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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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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