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): May 6, 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 3 — Securities and Trading
Markets
Item 3.02. Unregistered Sales of
Equity Securities
On May 6,
2010, Superior Bancorp (the “Company”) entered into an agreement to issue
$10,000,000 of its Series B Cumulative Convertible Preferred Stock (the
“Preferred Stock”) for cash consideration equal to
$10,000,000. There are no underwriting discounts or commissions
in connection with the transaction. The Company anticipates issuing
up to $25,000,000 of Preferred Stock in the aggregate. The Preferred
Stock is mandatorily convertible upon the earlier of December 15, 2010 or the
completion of additional capital financing by the Company, but is not
voluntarily convertible by the holder prior to such time. If
the Preferred Stock converts in conjunction with the consummation of additional
capital financing, the conversion rate will be the lower of $2.89 or 83% of the
offering price of the additional financing. If the Preferred Stock
converts on December 15, 2010, the conversion rate will be the lower of $2.89 or
83% of the 10-day volume-weighted trailing average of closing prices of the
Company’s common stock.
The
Company will issue to the purchasers of the Preferred Stock five-year warrants
to purchase approximately 1,800,000 shares in the aggregate of the Company’s
common stock at an exercise price of $3.50 per share. The Company
also anticipates issuing similar warrants to purchase up to an additional
2,500,000 shares of common stock at an exercise price of $3.00 per share to the
purchasers of subordinated debt of the Company’s subsidiary, Superior
Bank.
The
issuance and sale of the convertible preferred stock and warrants 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 preferred stock and warrants 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.
Section 5 — Corporate Governance and
Management
Item 5.03. Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On May 6,
2010, the Company filed with the Secretary of State of Delaware a Certificate of
Designations to its Restated Certificate of Incorporation establishing the terms
of the Company’s Series B Cumulative Convertible Preferred Stock. A
copy of the Certificate of Designations is included as an exhibit to this Report
on Form 8-K and is incorporated by reference into this Item 5.03.
Section 9 — Financial Statements and
Exhibits
Item 9.01. Financial Statements and
Exhibits.
(c)
Exhibits
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3
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Certificate
of Designations of Series B Cumulative Convertible Preferred
Stock
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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:
May 6, 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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3
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Certificate
of Designations of Series B Cumulative Convertible Preferred
Stock
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