Attached files
| file | filename |
|---|---|
| EX-3.2 - EXHIBIT 3.2 - ServisFirst Bancshares, Inc. | v443076_ex3-2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported) | June 23, 2016 |
ServisFirst Bancshares, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36452 | 26-0734029 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 850 Shades Creek Parkway, Birmingham, Alabama | 35209 |
| (Address of principal executive offices) | (Zip Code) |
(205) 949-0302
(Registrant’s 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:
| ¨ | 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)) |
EXPLANATORY NOTE
ServisFirst Bancshares, Inc. (the “Company”) is filing this Amendment No. 1 to its Current Report on Form 8-K filed with the SEC on June 24, 2016 (the Original Form 8-K), to refile the Certificate of Elimination attached as Exhibit 3.2 in order to correct a typographical error in the date in the first paragraph thereof. This Amendment No. 1 is filed solely to refile the Certificate of Elimination to correct such typographical error. No changes to the other documents filed with the Original Form 8-K have been made.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 5, 2016, ServisFirst Bancshares, Inc. (the “Company”) held its Annual Meeting of Stockholders. At this meeting, the stockholders approved an amendment to the Certificate of Incorporation of the Company (the “Certificate of Incorporation”) to increase the number of authorized shares of the Company’s common stock from 50 million shares, par value $0.001, to 100 million shares, par value $0.001 (the “Authorized Share Increase”). On June 23, 2016, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware, which will effect the Authorized Share Increase immediately.
On June 23, 2016 the Company filed a Certificate of Elimination effecting the removal of the Certificate of Designation of the Company’s Senior Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.001 from the Company’s Certificate of Incorporation (the “Certificate of Elimination”), as well as a Restated Certificate of Incorporation reflecting the Authorized Share Increase and the Certificate of Elimination with the Secretary of State of the State of Delaware.
Copies of the Certificate of Amendment, Certificate of Elimination, and the Corporation’s Restated Certificate of Incorporation are filed as Exhibits 3.1, 3.2 and 3.3, respectively, and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| 3.2 | Certificate of Elimination of the Senior Non-Cumulative Perpetual Preferred Stock, Series A of ServisFirst Bancshares, Inc. |
SIGNATURE
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.
| SERVISFIRST BANCSHARES, INC. | ||
| By: | /s/ William M. Foshee | |
| Dated: June 28, 2016 | William M. Foshee | |
| Its: | Executive Vice President, Chief Financial Officer, Treasurer and Secretary | |