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

     

 

 

 

 

EXHIBIT 3.2

 

CERTIFICATE OF ELIMINATION

OF THE

SENIOR NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A

OF

SERVISFIRST BANCSHARES, INC.

 

ServisFirst Bancshares, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Corporation”), certifies as follows:

 

FIRST : The Certificate of Designation, filed on June 20, 2011, pursuant to the provisions of the certificate of incorporation and the bylaws of the Corporation and applicable law (the “Certificate of Designation”), designated out of the authorized and unissued shares of preferred stock of the Corporation 40,000 shares of preferred stock, par value $0.001 per share, as the Senior Non-Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”).

 

SECOND : No shares of the Series A Preferred Stock are outstanding and no shares thereof will hereafter be issued pursuant to the Certificate of Designation.

 

THIRD : Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), the Board of Directors of the Corporation duly approved and adopted the following resolutions on June 20, 2016, which resolutions remain in full force and effect on the date hereof:

 

RESOLVED FURTHER , that no shares of the Series A Preferred Stock are outstanding and none will be issued subject to the Certificate of Designation of the Series A Preferred Stock; and

 

RESOLVED FURTHER , that the Secretary of the Corporation is authorized and directed to execute a Certificate of Elimination as provided by Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”) in accordance with Section 103 of the DGCL, substantially in the form attached as Exhibit A to these resolutions, with such changes therein as the Secretary may approve and as are permitted by the DGCL to be made by such officer, such approval to be conclusively evidenced by the Secretary’s execution of such Certificate of Elimination, and to file the same forthwith in the Office of the Secretary of State of the State of Delaware, and when such Certificate of Elimination becomes effective, the shares of the Series A Preferred Stock shall resume the status of authorized and unissued shares of preferred stock of the Corporation, without designation as to series.

 

FOURTH : Pursuant to the provisions of Section 151(g) of the DGCL, upon the effective filing of this Certificate of Elimination, all matters set forth in the Certificate of Designation with respect to the Series A Preferred Stock, including all references thereof, are hereby eliminated from the Corporation’s Certificate of Incorporation, and the shares that were designated to Series A Preferred Stock hereby are returned to the status of authorized but unissued shares of preferred stock of the Corporation, without designation as to series.

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF , the Corporation has caused this Certificate of Elimination to be signed by William M. Foshee, its Executive Vice President, Chief Financial Officer, Treasurer and Secretary this 20th day of June, 2016.

 

  SERVISFIRST BANCSHARES, INC.
   
   
  By: /s/ William M. Foshee
    William M. Foshee
   

Executive Vice President, Chief Financial Officer, Treasurer and Secretary

 

 

 

[Signature Page to the Certificate of Elimination of ServisFirst Bancshares, Inc.]