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 (Date of earliest event reported): January 9, 2009
MIDSOUTH
BANCORP, INC.
(Exact
name of Registrant as Specified in Charter)
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Louisiana
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1-11826
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72-1020809
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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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| 102 Versailles Boulevard | ||
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Lafayette,
LA
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| (Address of Principal Executive Offices) | ||
| 70501 | ||
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| 337-237-8343 | ||
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Registrant’s
telephone number, including area code
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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 obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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
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Entry
Into a Material Definitive
Agreement.
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On
January 9, 2009, as part of the Capital Purchase Program (“CPP”) of the U.S.
Treasury under the Emergency Economic Stabilization Act of 2008 (“EESA”),
MidSouth Bancorp, Inc. (the “Company”) pursuant to a
letter agreement and Securities Purchase Agreement (the “Purchase Agreement)
sold to the Treasury for $20 million (i) 20,000 shares (the “Shares”) of
the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A,
liquidation preference $1,000 per share, and (ii) a ten-year warrant (the
“Warrant”) to purchase up to 208,768 shares of the Company’s common stock
(“Common Stock”), at an initial exercise price of $14.37 per share. The sale was
a private placement exempt from registration pursuant to Section 4(2) of
the Securities Act of 1933.
Cumulative
dividends on the Shares will accrue on the liquidation preference at 5%, or
$1,000,000, per annum for the first five years and 9%, or $1,800,000, per annum
thereafter. The Shares have no maturity date and rank senior to the Common Stock
with respect to dividends and distributions and amounts payable upon liquidation
by the Company. The Shares are redeemable at the option of the
Company after the third anniversary of their issuance at 100% of their
liquidation preference. Before then, the Company may redeem the Shares only if
(i) it has raised in one or more Qualified Equity Offerings in excess of $5
million and (ii) the aggregate redemption price does not exceed the
aggregate net proceeds from such Qualified Equity Offerings.
The
Warrant is immediately exercisable. Treasury may not transfer the Warrant with
respect to, and/or exercise the Warrant for, more than one-half of, the 208,768
shares of Common Stock issuable upon exercise of the Warrant, in the aggregate,
until the earlier of (i) the date on which the Company has received not
less than $20 million from one or more Qualified Equity Offerings and (ii)
December 31, 2009. If the Company completes one or more Qualified
Equity Offerings on or before December 31, 2009, that result in the Company
receiving at least $20 million, the number of the shares of Common Stock
underlying the portion of the Warrant then held by the Treasury will be reduced
by 104,384 shares.
“Qualified
Equity Offering” is the sale for cash by the Company after the Closing Date of
shares of perpetual Preferred Stock, and/or Common Stock that, in each case,
qualify as and may be included in Tier I capital of the Company at the time of
issuance.
The
Company has agreed to register the resale of the Shares and the Warrant, and the
issuance of shares of Common Stock upon exercise of the Warrant, as soon as
practicable. Neither the Shares nor the Warrant are subject to any contractual
restrictions on transfer, except as noted above with respect to the
Warrant.
The
Purchase Agreement contains limitations on the payment of dividends on the
Common Stock (including cash dividends in excess of $0.28 per share and on the
Company’s ability to repurchase its Common Stock, and subjects the Company to
certain of the executive compensation limitations included in the
EESA. Each of Messrs. C.R. Cloutier, J. Eustis Corrigan, Jr., Donald
R. Landry and A. Dwight Utz, and Ms. Karen L. Hail (the “Senior
Executive Officers”), (i) executed a waiver (the “Waiver”) voluntarily
waiving any claim against the Treasury or the Company for any changes to his or
her compensation or benefits that are required to comply with the
Treasury regulations under the CPP and acknowledging that the
regulation may require modification of the compensation and other benefit plans
(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 CPP; and (ii) entered into a
letter agreement with the Company amending the Benefit Plans with respect to
each of them during the period that the Treasury owns any debt or equity
securities of the Company acquired pursuant to the Purchase Agreement or the
Warrant, as is necessary to comply with the EESA.
Copies of
the Purchase Agreement, the form of Warrant, the Articles of Amendment with
respect to the Shares, the form of Waiver and Letter Agreement executed by the
Senior Executive Officers are included as exhibits to this Report on Form 8-K
and are incorporated by reference into Items 1.01, 3.02, 5.02 and 5.03. The
foregoing summary of certain provisions of these documents is qualified in its
entirety by reference thereto.
1
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Item
3.02
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Unregistered
Sales of Equity Securities.
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The
information set forth under “Item 1.01 Entry into a Material Definitive
Agreement” is incorporated by reference into this Item 3.02.
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e) The
information set forth under “Item 1.01 Entry into a Material Definitive
Agreement” is incorporated by reference into this Item 5.02.
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Item 5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On
January 9, 2009, the Company filed with the Louisiana Secretary of State
Articles of Amendment to its Articles of Incorporation establishing the terms of
the Preferred Shares. A copy of the Articles of Amendment is included as an
exhibit to this Report on Form 8-K and is incorporated by reference into this
Item 5.03.
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
The
following exhibits are being filed as part of this Report on Form
8-K:
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3.1
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Articles
of Amendment with respect to the Preferred Shares.
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3.2
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Warrant
to Purchase up to 208,768 shares of Common Stock.
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10.1
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Letter
Agreement, dated January 9, 2009, including the Securities Purchase
Agreement – Standard Terms incorporated by reference therein, between the
Company and the United States Department of the
Treasury.
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10.2
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Form
of Waiver, executed by each of Messrs. C.R. Cloutier, J. Eustis Corrigan,
Jr., Donald R. Landry and A. Dwight Utz, and Ms. Karen L.
Hail.
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10.3
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Form
of Letter Agreement, executed by each of Messrs. C.R. Cloutier, J. Eustis
Corrigan, Jr., Donald R. Landry and A. Dwight Utz, and Ms. Karen L. Hail
with the Company.
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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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MIDSOUTH
BANCORP, INC.
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DATE:
January 14, 2009
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By:
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/s/ C. R. Cloutier | |||
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C.
R. Cloutier
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President
and Chief Executive Officer
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2
EXHIBIT
INDEX
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Exhibit
Number
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3.1
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Articles
of Amendment with respect to the Preferred Shares.
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3.2
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Warrant
to Purchase up to 208,768 shares of Common Stock.
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10.1
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Letter
Agreement, dated January 9, 2009, including the Securities Purchase
Agreement — Standard Terms incorporated by reference therein, between the
Company and the United States Department of the
Treasury.
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10.2
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Form
of Waiver, executed by each of Messrs. C.R. Cloutier, J. Eustis Corrigan,
Jr., Donald R. Landry and A. Dwight Utz, and Ms. Karen L.
Hail.
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10.3
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Form
of Letter Agreement, executed by each of Messrs. C.R. Cloutier, J. Eustis
Corrigan, Jr., Donald R. Landry and A. Dwight Utz, and Ms. Karen L. Hail
with the Company.
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