Attached files
file | filename |
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EX-1.1 - UNDERWRITING AGREEMENT - STERLING BANCSHARES INC | dex11.htm |
EX-99.1 - PRESS RELEASE - STERLING BANCSHARES INC | dex991.htm |
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): March 2, 2010 (February 24, 2010)
STERLING BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
TEXAS | 0-20750 | 74-2175590 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
10260 Westheimer Houston, Texas | 77042 | |
(Address of principal executive offices) | (Zip Code) |
(713) 466-8300
(Registrants 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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On February 24, 2010, Sterling Bancshares, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Morgan Stanley & Co. Incorporated, as representative of the several underwriters named in Schedule II of the Underwriting Agreement (collectively, the Underwriters), providing for the offer and sale in a firm commitment underwritten offering of 17.4 million shares of the Companys common stock at a price to the public of $4.60 per share ($4.347 per share, net of underwriting discount). In addition, the Company granted the Underwriters an option to purchase up to 2.6 million additional shares of common stock from the Company at the offering price, less underwriter discounts and commissions, within 30 days. The Underwriters exercised this option in full on February 25, 2010.
The shares of common stock have been registered under the Securities Act of 1933 (the Securities Act) pursuant to Registration Statement on Form S-3 (Registration No. 333-158561), as supplemented by the Prospectus Supplement dated February 26, 2010.
In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
Item 8.01. Other Information.
On March 2, 2010, the Company completed the previously announced common stock offering of 20.0 million shares, including 2.6 million shares pursuant to the underwriters over-allotment option. The Company received net proceeds from the offering of approximately $86.8 million, after deducting the underwriters fees and other estimated offering expenses. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished as part of this Current Report on Form 8-K:
Exhibit No. |
Description of Exhibit | |
1.1 | Underwriting Agreement, dated February 24, 2010, by and between Sterling Bancshares, Inc. and Morgan Stanley & Co. Incorporated, as representative of the several underwriters named in Schedule II of the Underwriting Agreement | |
99.1 | Press Release dated March 2, 2010. |
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 authorized officer.
Sterling Bancshares, Inc. | ||||||
Date: March 2, 2010 | By: | /s/ James W. Goolsby, Jr. | ||||
James W. Goolsby, Jr. | ||||||
Executive Vice President and General Counsel |
EXHIBIT INDEX
Exhibit No. |
Description of Exhibit | |
1.1 | Underwriting Agreement, dated February 24, 2010, by and between Sterling Bancshares, Inc. and Morgan Stanley & Co. Incorporated, as representative of the several underwriters named in Schedule II of the Underwriting Agreement | |
99.1 | Press Release dated March 2, 2010. |