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 30, 2011
SERVISFIRST BANCSHARES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
|
0-53149
|
26-0734029
|
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
850 Shades Creek Parkway, Birmingham, Alabama
|
|
35209
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(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 3 – Securities and Trading Markets
|
Item 3.02.
|
Unregistered Sales of Equity Securities
|
As previously reported on Form 8-K, in connection with a private placement and pursuant to subscription agreements effective May 9, 2011, ServisFirst Bancshares, Inc. (the “Company”) issued and sold to 96 accredited investors and 16 non-accredited investors 314,724 shares of the Company’s common stock for $30.00 per share, for an aggregate purchase price of $9,441,720.
Effective June 30, 2011, the Company held a second closing under the private placement, in which it issued and sold to nine accredited investors and four non-accredited investors 25,276 shares of the Company’s common stock for $30.00 per share, for an aggregate purchase price of $758,280. Thus, total sales in the private placement, which is now concluded, aggregated 340,000 shares for an aggregate purchase price of $10,200,000, with sales made to 105 accredited investors and 20 non-accredited investors.
The issuance and sale of the shares of the Company’s common stock were 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 and Rule 506 of Regulation D thereunder. No underwriter or placement agent was involved in the private placement, and no underwriting discounts or commissions were paid.
Section 7 – Regulation FD
|
Item 7.01
|
Regulation FD Disclosure.
|
On June 30, 2011, the Company issued a press release relating to the closing of the private placement described under Item 3.02 above. A copy of the press release is attached as Exhibit 99.1.
The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be considered “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Section 9 – Financial Statements and Exhibits
|
Item 9.01.
|
Financial Statements and Exhibits.
|
|
| |
|
|
|
|
(d)
|
Exhibits
|
Description
|
|
| |
|
|
|
| |
99.1
|
Press Release Issued June 30, 2011
|
|
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.
| |
SERVISFIRST BANCSHARES, INC.
|
| |
|
|
| |
|
|
|
Date: June 30, 2011
|
By:
|
/s/Thomas A. Broughton III
|
| |
|
Thomas A. Broughton III
|
| |
|
President
|
| |
|
and Chief Executive Officer
|
3