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EX-99.1 - EXHIBIT 99.1 - FIRST US BANCSHARES INC | a50583693ex99_1.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): February 28, 2013
United Security Bancshares, Inc. |
(Exact name of registrant as specified in its charter) |
Delaware |
0-14549 |
63-0843362 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
131 West Front Street,
POST Office Box 249
Thomasville,
Alabama 36784
(Address of principal executive offices, including
zip code)
(Registrant’s telephone number, including area code) (334)
636-5424
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. |
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Election of A.J. “Lonnie” Strickland, III to the Board of Directors
On February 28, 2013, the Board of Directors (the “Board”) of United
Security Bancshares, Inc. (the “Company”), in accordance with the
Company’s Certificate of Incorporation and Amended and Restated Bylaws
and upon the recommendation of the Board’s Nominating, Executive and
Corporate Governance Committee, voted unanimously to increase the size
of the Board from eleven (11) to twelve (12) directors and to elect A.J.
“Lonnie” Strickland, III to fill the vacancy created by the increase in
the size of the Board, effective as of February 28, 2013. The Board
appointed Dr. Strickland to serve on the Audit Committee of the
Board. Dr. Strickland will also serve on the Board of Directors of
First United Security Bank, a wholly-owned subsidiary of the Company
(the “Bank”). The Board of Directors of the Bank appointed Dr.
Strickland to serve on the Asset/Liability Committee of the Bank.
Dr. Strickland is the John R. Miller Professor of Strategic Management
in the Graduate School of Business at the University of Alabama, a
position he has held since 1969. Dr. Strickland is a director of
American Equity Investment Life Holding Company and Twenty Services,
Inc., and a former director of Statesman. Dr. Strickland is also the
co-author of many strategic management books and texts used at
universities worldwide. In addition, he conducts frequent industry and
competitive analyses of domestic and international firms. Dr.
Strickland has extensive knowledge of strategic management and the
finance industry arising from his academic and practical experience.
There are no arrangements or understandings between Dr. Strickland and
any other person pursuant to which he was appointed to the positions
with the Company and the Bank described above. Additionally, there are
no related person transactions involving Dr. Strickland and the Company
that would require disclosure under Item 404(a) of Regulation S-K.
The Board has affirmatively determined that Dr. Strickland is independent under Nasdaq listing standards and is otherwise qualified to serve on the Board and the committees to which he has been appointed. Dr. Strickland will receive the compensation described in the section titled “Director Compensation – Fees” included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 3, 2012.
Director Indemnification Agreement
On February 28, 2013, the Company entered into a Director
Indemnification Agreement (the “Indemnification Agreement”) with Dr.
Strickland in connection with his membership on the Board. The
Indemnification Agreement is substantially similar to the Director
Indemnification Agreements previously entered into between the Company
and each of its other current directors.
In general, the Indemnification Agreement provides that the Company
will, to the extent permitted by applicable law and subject to certain
limitations, indemnify Dr. Strickland against all expenses, judgments,
fines and penalties actually and reasonably incurred by Dr. Strickland
in connection with the defense or settlement of any civil, criminal,
administrative or investigative action, suit or proceeding brought
against Dr. Strickland or in which he otherwise becomes involved by
reason of his relationship with the Company. The Indemnification
Agreement provides for indemnification rights regarding third-party
proceedings and proceedings brought by or in the right of the
Company. Additionally, the Indemnification Agreement provides for the
advancement of expenses incurred by Dr. Strickland in connection with
any proceeding covered by the agreement, provided that Dr. Strickland
must undertake in writing to repay any such amounts to the extent that
it is determined that Dr. Strickland is not entitled to indemnification.
No payments pursuant to the Indemnification Agreement are available (i)
to indemnify or advance expenses with respect to proceedings initiated
or brought voluntarily by Dr. Strickland and not by way of defense,
subject to certain exceptions; (ii) to indemnify Dr. Strickland for
expenses, judgments, fines or penalties sustained in any proceeding for
which payment is actually made to Dr. Strickland under a valid and
collectible insurance policy, except in respect of any excess beyond the
amount of such insurance payment; (iii) to indemnify Dr. Strickland for
any expenses, judgments, fines or penalties sustained in any proceeding
for an accounting of profits made from the purchase or sale by Dr.
Strickland of securities of the Company pursuant to the provisions of
§16(b) of the Securities Exchange Act of 1934, the rules and regulations
thereunder and amendments thereto or similar provisions of any federal,
state or local statutory law; (iv) to indemnify Dr. Strickland for any
expenses, judgments, fines or penalties resulting from Dr. Strickland’s
conduct that is finally adjudged to have been willful misconduct,
knowingly fraudulent or deliberately dishonest; or (v) if a court of
competent jurisdiction finally determines that such payment is unlawful.
The Indemnification Agreement does not exclude any other rights to
indemnification or advancement of expenses to which Dr. Strickland may
be entitled, including any rights arising under the Company’s
certificate of incorporation or bylaws, any other agreement, any vote of
the Company’s shareholders or disinterested directors, the Delaware
General Corporation Law or otherwise. The Indemnification Agreement
also contains various representations and covenants by the Company as to
the maintenance of Directors and Officers Liability Insurance.
The foregoing description of the Indemnification Agreement
does not purport to be complete and is qualified in its entirety by
reference to the Form of Director Indemnification Agreement, a copy of
which is attached as Exhibit 10.1 to the Company’s Current Report on
Form 8-K filed with the SEC on October 30, 2009 and incorporated herein
by reference.
Item 8.01. Other Events.
On March 1, 2013, the Company issued a press release
announcing Dr. Strickland’s election to the Boards of Directors of the
Company and the Bank. A copy of the press release is attached hereto as
Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number |
Exhibit | ||
10.1 |
Director Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to United Security Bancshares, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2009) | ||
99.1 | Press Release dated March 1, 2013 |
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.
UNITED SECURITY BANCSHARES, INC. |
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Dated: |
March 4, 2013 |
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By: |
/s/ Beverly J. Dozier |
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Name: |
Beverly J. Dozier |
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Vice President, Secretary and Assistant Treasurer |
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