UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report: December 3,
2008
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SOUTHERN
MISSOURI BANCORP, INC.
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(Exact
name of registrant as specified in its
charter)
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Missouri
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000-23406
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43-1665523
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number
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I.R.S.
Employer
Identification
No.)
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531
Vine Street, Poplar Bluff, Missouri
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63901
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (573) 778-1800
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation 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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 Entry into a
Material Definitive Agreement
On December 5, 2008, as part of the
Troubled Asset Relief Program (“TARP”) Capital Purchase Program, Southern
Missouri Bancorp, Inc., the parent company of Southern Missouri Bank and Trust
Co. (“Company”) entered into a Letter Agreement and Securities Purchase
Agreement (collectively, the “Purchase Agreement”) with the United States
Department of the Treasury (“Treasury”), pursuant to which the Company (i) sold
9,550 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock,
Series A (the “Series A Preferred Stock”) for a purchase price of $9.55 million
in cash and (ii) issued a warrant (the “Warrant”) to purchase 114,326 shares of the Company’s
common stock, par value $0.01 per share (the “Common Stock”), for a per share
price of $12.53 per share. The Purchase Agreement is attached as Exhibit 10.1
hereto and is incorporated herein by reference.
The Series A Preferred Stock will
qualify as Tier 1 capital and will be entitled to cumulative dividends at a rate
of 5% per annum for the first five years, and 9% per annum thereafter. The
Series A Preferred Stock may be redeemed by the Company after three years, with
regulatory approval. Prior to the end of three years, the Series A Preferred
Stock may be redeemed by the Company only with proceeds from the sale of
qualifying equity securities of the Company (a “Qualified Equity Offering”) for
at least $2,387,500. The restrictions on redemption are set forth in
the Certificate of Designation to the Company’s Charter (the “Certificate of
Designation”) described in Item 5.03 below.
The
Warrant has a 10-year term and is immediately exercisable upon its issuance,
with an exercise price, subject to anti-dilution adjustments, equal to $12.53
per share of the Common Stock. The Warrant is attached as Exhibit 4.2
hereto and is incorporated herein by reference. Treasury has agreed
not to exercise voting power with respect to any shares of Common Stock issued
upon exercise of the Warrant that it holds.
The
Company has agreed to register the Series A Preferred Stock, the Warrant and the
shares of Common Stock underlying the Warrant (the “Warrant Shares”), as soon as
practicable after the date of the issuance of the Series A Preferred Stock and
the Warrant. Neither the Series A Preferred Stock, the Warrant nor
the Warrant Shares will be subject to any contractual restrictions on transfer,
except that Treasury may only transfer or exercise an aggregate of one-half of
the Warrant Shares or the Warrant, as applicable, prior to the earlier of the
redemption of 100% of the shares of Series A Preferred Stock and December 31,
2009.
The
Purchase Agreement also subjects the Company and its senior executives to
executive compensation limitations included in the Emergency Economic
Stabilization Act of 2008 (the “EESA”) and related regulations of the
Treasury. In this connection, the three named executive officers in
our proxy statement for our 2008 annual meeting entered into a Compensation
Modification Agreement acknowledging that the EESA executive compensation limits
and related Treasury regulations may require modification of the compensation,
bonus, incentive and other benefit plans, arrangements and policies and
agreements (including so-called “golden parachute” agreements) (collectively,
“Benefit Plans”) as they relate to the period the Treasury holds any equity or
debt securities of the Company acquired through the TARP Capital Purchase
Program and executed a waiver voluntarily waiving any claim against the Treasury
or the Company for any changes to such executive officer’s compensation or
benefits that are required to comply with the regulation issued by the Treasury
under the TARP Capital Purchase Program as published in the Federal Register on
October 20, 2008.
Item 3.02 Unregistered Sales
of Equity Securities.
The
information set forth under “Item 1.01 Entry into a Material Definitive
Agreement” is incorporated by reference into this Item 3.02. The
issuance and sale of the Series A Preferred Stock and Warrant was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as
amended. The Company has not engaged in a general solicitation or
advertising with regard to the issuance and sale of such securities and has not
offered securities to the public in connection with this issuance and
sale.
Item 3.03 Material
Modification to Rights of Security Holders.
Pursuant
to the terms of the Purchase Agreement, the ability of the Company to declare or
pay dividends or distributions on, or purchase, redeem or otherwise acquire for
consideration, shares of its Junior Stock (as defined below) and Parity Stock
(as defined below) will be subject to restrictions, including a restriction
against increasing dividends from the last quarterly cash dividend per share
($0.12) declared on the Common Stock prior to December 5, 2008. The
redemption, purchase or other acquisition of trust preferred securities of the
Company or its affiliates also will be restricted. These restrictions
will terminate on the earlier of (a) the third anniversary of the date of
issuance of the Series A Preferred Stock, (b) the date on which the Series A
Preferred Stock has been redeemed in whole; and (c) the date Treasury has
transferred all of the Series A Preferred Stock to third parties. The
restrictions described in this paragraph are set forth in the Purchase
Agreement.
In
addition, pursuant to the Certificate of Designation, the ability of the Company
to declare or pay dividends or distributions on, or repurchase, redeem or
otherwise acquire for consideration, shares of its Junior Stock and Parity Stock
will be subject to restrictions in the event that the Company fails to declare
and pay full dividends (or declare and set aside a sum sufficient for payment
thereof) on its Series A Preferred Stock. These restrictions are set forth in
the Certificate of Designation described in Item 5.03.
“Junior
Stock” means the Common Stock and any other class or series of stock of the
Company the terms of which expressly provide that it ranks junior to the Series
A Preferred Stock as to dividend rights and/or rights on liquidation,
dissolution or winding up of the Company. “Parity Stock” means any class or
series of stock of the Company the terms of which do not expressly provide that
such class or series will rank senior or junior to the Series A Preferred Stock
as to dividend rights and/or rights on liquidation, dissolution or winding up of
the Company (in each case without regard to whether dividends accrue
cumulatively or non-cumulatively).
Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensation Arrangements of Certain Officers.
The
information concerning executive compensation set forth under “Item 1.01 Entry
into a Material Definitive Agreement” is incorporated by reference into this
Item 5.02.
Item 5.03 Amendment to
Articles of Incorporation or Bylaws; Change in Fiscal Year
On
December 3, 2008, the Company filed a Certificate of Designation with the State
of Missouri for the purpose of amending its Charter to fix the designations,
preferences, limitations and relative rights of the Series A Preferred
Stock. The Series A Preferred Stock has a liquidation preference of
$1,000 per share. The Certificate of Designation is attached hereto
as Exhibit 3.1 and is incorporated by reference herein.
Item 8.01
Other Information.
On
December 8, 2008, the Company issued a press release announcing the sale of
$9.55 million of Series A Preferred Stock to Treasury pursuant to the Purchase
Agreement. The press release is furnished as Exhibit 99.1 and is incorporated by
reference herein.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
The
following exhibits are filed herewith:
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Exhibit
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No.
Description of Exhibit
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3.1
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Certificate
of Designation for the Series A Preferred Stock
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4.1
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Form
of Certificate for the Series A Preferred Stock
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4.
2
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Warrant
for Purchase of Shares of Common Stock
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10.1
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Letter
Agreement, including Schedule A, and Securities Purchase Agreement, dated
December 5, 2008, between Southern Missouri Bancorp, Inc. and United
States Department of the Treasury, with respect to the issuance and sale
of the Series A Preferred Stock and the Warrant
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10.2
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Form
of Compensation Modification Agreement and Waiver, executed by each
of:
Greg
A. Steffens
President
and Chief Financial Officer
Southern
Missouri Bancorp, Inc.
Southern
Missouri Bank & Trust Co.
William
Hribovsek
Chief
Lending Officer
Southern
Missouri Bancorp, Inc.
Southern
Missouri Bank & Trust Co.
William
Aslin
Market
Area President
Southern
Missouri Bank & Trust Co.
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99.1
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December
8, 2008 Press Release
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
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SOUTHERN
MISSOURI BANCORP, INC.
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Date: December
9, 2008
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By: /s/ Greg A.
Steffens
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Greg
A. Steffens
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President
and Chief Financial Officer
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