Unassociated Document
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): June 25, 2009
SERVISFIRST
BANCSHARES, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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0-53149
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26-0734029
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(Commission File
Number)
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(IRS Employer
Identification No.)
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3300 Cahaba
Road, Suite 300, Birmingham, Alabama
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35223
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(Address of
Principal Executive Offices)
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(Zip
Code)
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(205)
949-0302
(Registrant’s
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:
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
1 – Registrant’s Business and Operations
Item
1.01. – Entry into a Material Definitive Agreement
On June 25, 2009, ServisFirst
Bancshares, Inc. (the “Company”) and its wholly owned subsidiary ServisFirst
Bank (the “Bank”) entered into a Subordinated Note Purchase Agreement with an
institutional investor, pursuant to which the Bank issued and sold to the
investor $5,000,000 in principal amount of its 8.25% Subordinated Notes due June
1, 2016 and the Company issued to the investor a Warrant, exercisable at any
time on or before June 1, 2016, to purchase up to 15,000 shares of the Company’s
common stock at an exercise price of $25 per share. The securities
were sold in a private placement.
The investor has previously purchased,
and currently holds, securities of the Company and its
subsidiaries. There are no other material relationships between the
investor and the Company or its affiliates.
Section
3 – Securities and Trading Markets
Item
3.02. – Unregistered Sales of Equity Securities
The information set forth under Item
1.01 of this Current Report is incorporated herein by reference in its
entirety. The issuance of the Warrant was, and the issuance and sale
of the underlying shares of Common Stock will be, exempt from registration under
the Securities Act of 1933 (the “Act”), in reliance on the exemptions from the
registration requirements of the Act for transactions not involving any public
offering pursuant to Section 4(2) under the Act.
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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SERVISFIRST BANCSHARES,
INC. |
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Date:
June 25, 2009
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By:
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/s/ Thomas
A. Broughton |
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Thomas
A. Broughton III |
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Chief
Executive Officer |
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