ServisFirst Bancshares, Inc.
3300 Cahaba Road, Suite 300
Birmingham, AL 35223
May 27, 2008
VIA EDGAR
Gregory Dundas, Esq.
Senior Attorney
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-4561
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RE:
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ServisFirst Bancshares, Inc. |
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Form 10/A Filed May 13, 2008 |
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Commission File No.: 0-53149 |
Dear Mr. Dundas:
This letter constitutes the response of ServisFirst Bancshares, Inc. (the “Company”) to your
letter dated May 15, 2008 setting forth comments to the above-referenced filing. For the
convenience of the Staff, the responses below correspond to the numbered comments in your letter.
Simultaneous with this letter, the Company is filing a Third Amendment to Form 10 to reflect the
Company’s responses to your letter.
General
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Please note the updating requirements of Rule 3-12 of Regulation S-X. |
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The Form 10 becomes automatically effective as of today, May 27, 2008, which is the
60th day following our initial filing of the Form 10 on March 28, 2008. The
requirement to update the Company’s financials to include financials for the three months
ended March 31, 2008 in the Form 10 was triggered on May 14, 2008, one day following the
filing of our last amendment. Consequently, the Company is required to report financials
for the three months ended March 31, 2008 in conjunction with this third amendment to the
Form 10. After discussions with Matt McNair, Mr. McNair advised us that in lieu of updating
the financials in the Form 10 itself, the Company could file with this Form 10 a quarterly
report on SEC Form 10-Q for such three months ended March 31, 2008 which would not normally
be required to be filed until the 45th day following the effectiveness of our
Form 10. Consequently, we are filing today this third amendment to the Form 10 and also the
Company’s quarterly report on Form 10-Q for the three months ended March 31, 2008.
Additionally, the appropriate persons are filing their Form 3s today. |
Gregory Dundas
May 27, 2008
Page 2
Executive Compensation
Compensation Discussion and Analysis
Annual Short-Term Incentive Compensation, page 59
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Please refer to prior comment 3 from our letter dated May 6, 2008. In response to our prior
comment, you have included a table specifying the applicable performance target categories
that were considered by the committee in determining the amount of short-term cash incentive
compensation for each named executive officer. However, you should also disclose whether the
performance measurements were actually achieved, or, to the extent that they were not
achieved, you should discuss the committee’s rationale for approving the short-term cash
incentive compensation ultimately awarded. Refer to Item 402(b)(1)(v) of Regulation S-K. |
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The Company has revised accordingly. |
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In addition to the changes described above, the Company has revised (i) footnote 7 to the
stock ownership of table relating to Clarence C. Pouncey III to reflect that 3,000 shares of the
reported 74,667 shares for Clarence C. Pouncey III are actually owned by his wife through her
participation in a limited liability company that owns the Company’s shares, (ii) footnote 8 to
the stock ownership table relating to Andrew N. Kattos to reflect that the reported 7,000 shares
are actually owned by him through a family limited liability company and to further increase his
share ownership from 7,000 shares to 10,400 shares to reflect the purchase of 3,400 shares in the
last quarter of 2007 which he holds in his IRA, (iii) footnote 6 to add reference to an option for 5,000 shares
granted to William M. Foshee on February 19, 2008 and (iv) Footnote 4-9 to add grant dates for each option referenced therein.
The Company believes this response and the accompanying third amendment to the Form 10 will
address the matters raised in your letter dated May 15, 2008. The Company will answer any
questions that the Staff may have after reviewing this response and the accompanying third
amendment to Form 10 to provide any additional information.
The Company acknowledges that the Company is responsible for the adequacy and accuracy of the
disclosure in the filing, Staff comments or changes to disclosure in response to Staff comments do
not foreclose the Commission from taking any action with respect to the filing and the Company may
not assert Staff comments as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.
Gregory Dundas
May 27, 2008
Page 3
If the Staff has any questions about these responses or requires additional information,
please contact William K. Holbrook at 205.254.1429 of Haskell Slaughter Young & Rediker, LLC or by
telecopier, 205.324.1133, or by email, wkh@hsy.com.
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Very truly yours,
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/s/ Thomas A. Broughton III
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Thomas A. Broughton III |
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President and Chief Executive Officer |
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WKH/sjm/527895.2
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cc:
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Matt McNair (via Federal Express) |
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Staff Attorney |
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Division of Corporation Finance |
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U.S. Securities and Exchange Commission |