Sterling Bancshares 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2009
STERLING BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
2550 North Loop West, Suite 600
Houston, Texas 77092
(Address of principal executive offices) (Zip Code)
(Registrants telephone number, including area code)
(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 (see General Instruction A.2. below):
Item 1.01 Entry into a Material Definitive Agreement.
On December 12, 2008, as part of the Troubled Asset Relief Program Capital Purchase Program, Sterling Bancshares, Inc. (the Company) entered into a Letter Agreement and Securities Purchase Agreement with the United States Department of the Treasury (the Treasury), pursuant to which the Company (i) sold 125,198 shares of the Companys Fixed Rate Cumulative Perpetual Preferred Stock, Series J (the Preferred Stock) for a purchase price of $125,198,000 in cash, and (ii) issued a warrant (the Warrant) to purchase 2,615,557 shares of the Companys common stock, par value $1.00 per share (the Common Stock), for a price of $7.18 per share.
On May 5, 2009, the Company returned to the Treasury a total of $126,589,089, which includes the original investment amount of $125,198,000 plus accrued and unpaid dividends of $1,391,089, in exchange for the cancelled share certificate for the Preferred Stock. In connection with this transaction, the Company and the Treasury entered into a Letter Agreement dated May 5, 2009 (the Redemption Letter Agreement), a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein. Pursuant to the terms of the Redemption Letter Agreement, the Company has fifteen calendar days to notify the Treasury whether it will repurchase the Warrant from the Treasury or deliver a substitute warrant which will be identical to the Warrant except that Section 13(H) of the Warrant would be deleted. The price for the repurchase of the Warrant will be subject to negotiation and there can be no assurance that the Warrant will be repurchased.
On May 5, 2009, the Company issued a press release announcing the consummation of the transaction described above under Item 1.01 Entry into a Material Definitive Agreement and the commencement of a public offering of $50 million of its Common Stock for sale to the public. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
(d) Exhibits. The following exhibit is furnished as part of this Current Report on Form 8-K:
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 authorized officer.