SUPERIOR BANCORP
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): May 18, 2006
SUPERIOR BANCORP
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
|
|
|
0-25033
|
|
63-1201350 |
(Commission File Number)
|
|
(IRS Employer Identification No.) |
|
|
|
17 North 20th Street, Birmingham, Alabama
|
|
35203 |
(Address of Principal Executive Offices)
|
|
(Zip Code) |
(205) 327-1400
(Registrants Telephone Number, Including Area Code)
The Banc Corporation
(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:
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 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section 5 Corporate Governance and Management
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed in The Banc Corporations Proxy Statement relating to its 2006 Annual
Meeting of Stockholders, the Board of Directors of the Corporation proposed amendments to the
Corporations Restated Certificate of Incorporation to (a) Change the name of the Corporation from
The Banc Corporation to Superior Bancorp, and (b) increase the number of authorized shares of the
Corporations common stock from 35 million to 50 million. The text of such amendments was attached
to the above-referenced Proxy Statement as Annexes A and B, respectively, which Annexes are hereby
incorporated herein by reference. Such amendments were approved by the holders of a majority of
the outstanding shares of the Corporations common stock, and the Corporation filed a Certificate
of Amendment to its Certificate of Incorporation with the Secretary of State of the State of
Delaware on May 18, 2006 reflected such amendments. On May 22, 2006, the Corporation filed a
Restated Certificate of Incorporation with the Secretary of State of the State of Delaware
restating its Certificate of Incorporation to include all previous amendments, including the
amendments filed on May 18, 2006. Such Restated Certificate of Incorporation is now the
Certificate of Incorporation of Superior Bancorp.
Section 7 Regulation FD
Item 7.01. Regulation FD Disclosure.
On May 18, 2006, Superior Bancorp issued a press release announcing the matters described in
Item 5.03 above and the results of other proposals presented by the Corporation at the 2006 Annual
Meeting. The text of the press release is attached to this report as Exhibit 99. All proposals
recommended by the Board of Directors were approved, and the Corporation will report specific
voting results in its Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2006,
as required by the rules of the Securities and Exchange Commission.
This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be
filed for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject
to the liabilities of that Section, unless we specifically incorporate it by reference in a
documents filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. By filing
this report on Form 8-K and furnishing this information, we make no admission as to the materiality
of any information in this report that is required to be disclosed solely by reason of Regulation
FD.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
|
|
|
Exhibit 3
|
|
Restated Certificate of Incorporation of Superior Bancorp, dated May 22, 2006 |
|
|
|
Exhibit 99
|
|
Press Release of Superior Bancorp dated May 18, 2006. |
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.
|
|
|
|
|
|
SUPERIOR BANCORP
|
|
Date: May 22, 2006 |
By: |
/s/ Rick D. Gardner
|
|
|
|
Rick D. Gardner |
|
|
|
Chief Operating Officer |
|