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): September 17, 2008
SUPERIOR
BANCORP
(Exact
Name of Registrant as Specified in Charter)
Delaware
State
or
Other
Jurisdiction
of
Incorporation
|
0-25033
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63-1201350
|
|
(Commission
|
(IRS
Employer
|
|
File
Number)
|
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
1 - Registrant’s Business and Operations
Item
1.01.
Entry
into a Material Definitive Agreement.
On
September 17, 2008, Superior Bancorp’s subsidiary, Superior Bank, entered into
an Agreement to Purchase Subordinated Notes (the “Agreement”) with Durden
Enterprises, LLC (the “Purchaser”). Pursuant to the terms of the Agreement,
Superior Bank issued to the Purchaser $10,000,000 in aggregate principal amount
of 9.5% Subordinated Notes due September 15, 2018 (the “Notes”), and Superior
Bancorp issued to the Purchaser a warrant (the “Warrant”) to purchase up to
1,000,000 shares of Superior Bancorp common stock, $.001 par value per share,
at
a price of $7.53 per share.
Interest
on the Notes is payable quarterly. The Purchaser may, subject to regulatory
approval, accelerate the payment of principal and interest if there is an event
of default under the terms of the Note. Events of default are limited to the
commencement of voluntary or involuntary bankruptcy or similar proceedings
with
respect to Superior Bank. Beginning on September 15, 2013, Superior Bank may
redeem all or a portion of the Notes on any interest payment date at a price
equal to 100% of the principal amount of the redeemed Notes plus accrued but
unpaid interest.
The
Warrant is exercisable at any time prior to the close of business on September
15, 2013. The exercise price for the Warrant was based on the average of the
closing prices of Superior Bancorp common stock for the 10 trading days
immediately preceding September 17, 2008. Superior Bancorp agreed to register
with the Securities and Exchange Commission the stock to be issued to the
Purchaser upon the exercise of the Warrant.
Superior
Bank also granted the Purchaser the option to purchase up to $10,000,000 in
additional subordinated notes and receive additional warrants in the future
on
similar terms and conditions with such changes as are necessary to reflect
market conditions at that time.
K.
Earl
Durden, the managing member of the Purchaser, is a retired director of Superior
Bancorp and Superior Bank.
Section
2 - Financial Information
Item
2.03.
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On
September 17, 2008, Superior Bank became obligated to pay $10,000,000 pursuant
to the Notes described in Item 1.01 above. The terms of such obligation are
described in Item 1.01, which is incorporated in this Item 2.03 by reference.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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SUPERIOR
BANCORP
/s/
C. Stanley Bailey
C.
Stanley Bailey
Chairman
and Chief Executive Officer
|
Date:
September 22, 2008