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 (Date of earliest event reported): February 27, 2009
Commerce Bancshares, Inc.
(Exact name of registrant as specified in its charter)
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| Missouri |
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0-2989 |
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43-0889454 |
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| (State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 1000 Walnut, Kansas City, Missouri
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64106 |
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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
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(816) 234-2000 |
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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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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On
February 27, 2009, Commerce Bancshares, Inc. (the “Company”) entered into an Equity
Distribution Agreement (the “Agreement”) with Morgan Stanley & Co. Incorporated (“Morgan Stanley”),
pursuant to which the Company may, from time to time, offer and sell shares of the Company’s common
stock, $5.00 par value, having aggregate gross sales proceeds of up to $200,000,000 (the “Shares”),
through Morgan Stanley as our sales agent. Sales of the Shares, if any, will be made by means of
brokers’ transactions on or through the NASDAQ Global Select Market, trading facilities of national
securities associations or alternative trading systems, block transactions and other transactions
as may be agreed upon by the Company and Morgan Stanley at market prices prevailing
at the time of the sale or at prices related to the prevailing market price.
As discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008,
the Company’s capital ratios, including those of its banking
subsidiary, are in excess
of the “well-capitalized” guidelines under Federal banking regulations. The Company believes that
this equity program, the proceeds of which will be used for general corporate purposes, will
enhance the Company’s capital position. The Company did not participate in the Federal Treasury’s
Troubled Asset Relief Program (TARP).
The Shares sold in the offering will be issued pursuant to a prospectus (“Prospectus”) and a
prospectus supplement (“Prospectus Supplement”) filed with the Securities and Exchange Commission
(the “Commission”) on February 27, 2009, in connection with a takedown from the Company’s effective
shelf registration statement on Form S-3 (File No. 333-157560) (the “Registration Statement”).
The Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated
herein by reference. The foregoing description of the material terms of the Agreement and the
transactions contemplated thereby does not purport to be complete and is qualified in its entirety
by reference to such exhibit. Additional exhibits are filed herewith in connection with the
Company’s Registration Statement which are incorporated herein by reference.
This offering is made pursuant to a Prospectus Supplement and the related Prospectus. The
Company has filed a Registration Statement relating to these securities with the Commission. You
should read the Prospectus in that Registration Statement and other documents the Company has filed
with the Commission for more complete information about the issuer and this offering. You may
obtain these documents for free by visiting EDGAR on the Commission’s website at www.sec.gov.
Forward Looking Information
This Current Report on Form 8-K contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include future financial and operating results, expectations, intentions and other statements that are not historical facts.
Such statements are based on current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Equity Distribution Agreement dated February 27, 2009 between Commerce Bancshares, Inc. and
Morgan Stanley & Co. Incorporated. |