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): October 1, 2006
SUPERIOR BANCORP
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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0-25033
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63-1201350 |
(Commission File Number)
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(IRS Employer Identification No.) |
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17 North
20th Street, Birmingham, Alabama
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35203 |
(Address of Principal Executive Offices)
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(Zip Code) |
(205) 327-1400
(Registrants Telephone Number, Including Area Code)
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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 5.01.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective October 1, 2006, the Board of Directors of Superior Bancorp amended and restated the
By-Laws of the corporation. The amended and restated By-Laws are attached hereto as Exhibit 3.
The amendments related to (a) the amendment of Article IV in its entirety in order to revise and
consolidate several prior sections of that Article relating to the appointment and removal of
principal and subordinate officers and the delegation of duties and responsibilities to those
officers and (b) the change of the corporations name to Superior Bancorp, which was effective in
May 2006.
Section 8 Other Events
Item 8.01. Other Events.
On
October 4, 2006, Superior Bancorp issued a press release announcing that the Office of
Thrift Supervision had approved its planned merger with Community Bancshares, Inc. A copy of the
press release is attached hereto as Exhibit 99.
Additional Information and Where To Find It
The information contained in this Form 8-K may be deemed to be solicitation material with
respect to the pending merger. On August 8, 2006, in connection with the pending merger, Superior
Bancorp filed with the Securities and Exchange Commission (the SEC) a Registration Statement on
Form S-4 containing a Joint Proxy Statement / Prospectus relating to the merger. Stockholders of
Superior Bancorp and Community Bancshares are urged to read the Registration Statement and the
Joint Proxy Statement / Prospectus, as well as all other relevant documents filed or to be filed
with the SEC, because they contain important information about the companies and the proposed
transaction. The Registration Statement was declared effective by the SEC on September 6, 2006, and
the final Joint Proxy Statement / Prospectus has been mailed to stockholders of each company.
Stockholders are able to obtain the Registration Statement, the Joint Proxy Statement / Prospectus
and any other relevant filed documents free of charge at the SECs website (www.sec.gov). These
documents can also be obtained free of charge by directing a request to Superior Bancorp,
Attention: Investor Relations, 17 North 20th Street, Birmingham, Alabama 35203.
Superior Bancorp, Community Bancshares and their respective directors and executive officers
may be deemed to participate in the solicitation of proxies in respect of the proposed merger.
Information regarding Superior Bancorps directors and executive officers is available in the proxy
statement for its 2006 annual meeting of stockholders, which is available on Superior Bancorps
website at
http://www.superiorbank.com/fs_investor_relations.html. Information regarding Community
Bancshares directors and executive officers is available
from http://www.communitybankal.com/od.asp. Additional information regarding the
interests of
such directors and executive officers is included or incorporated by reference in the
Joint Proxy Statement/Prospectus and the other relevant documents filed or to be filed with the
SEC.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
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(d)
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Exhibits |
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Exhibit 3
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By-Laws of Superior Bancorp. |
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Exhibit 99
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Press Release of Superior Bancorp
dated October 4, 2006. |