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) December 15, 2009
CENTERSTATE BANKS, INC.
(Exact name of registrant as specified in charter)
| Florida | 000-32017 | 59-3606741 | ||
|
(State or other jurisdiction of incorporation) |
(Commission file number) |
(IRS employer identification no.) |
| 42745 U.S. Highway 27, Davenport, FL | 33837 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (863) 491-7750
(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 5.03. | Amendments to Articles of Incorporation or Bylaws . |
On December 15, 2009, the shareholders of CenterState Banks, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Articles of Incorporation. The Amendment was approved by the Company’s shareholders at its Special Meeting of Shareholders held on December 15, 2009. The Amendment was adopted pursuant to a proposal included in the Company’s proxy statement dated November 20, 2009. The Amendment increases the number of authorized shares of the Company’s common stock, par value $0.01 per share from 40,000,000 shares to 100,000,000 shares.
The Company intends to file the Articles of Amendment to the Articles of Incorporation with the Florida Secretary of State on December 18, 2009, which will become effective upon filing.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Articles of Amendment to the Articles of Incorporation, a copy of which is filed as Exhibit 3.1 hereto and incorporated by reference.
| Item 8.01 | Other Events . |
At the Company’s Special Meeting of Shareholders described above, the Company’s shareholders:
| i) | approve an amendment (Proposal 1) to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock from 40,000,000 to 100,000,000 shares. The number of affirmative votes cast was 15,250,250; the number of negative votes cast was 5,786,333; and the number of abstentions was 26,113; and |
| ii) | approved a proposal (Proposal 2) which granted the proxy holders discretionary authority to vote to adjourn the Special Meeting for up to 120 days to allow for the solicitation of additional proxies if there are insufficient shares voted at the Special Meeting, in person or by proxy, to approve Proposal 1 described above. The number of affirmative votes cast was 14,822,630; the number of negative votes cast was 6,221,479; and the number of abstentions was 28,487. |
| Item 9.01 | Financial Statements and Exhibits . |
| (d) | Exhibits: |
| Exhibit 3.1 | Articles of Amendment to Articles of Incorporation. |
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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.
| CENTERSTATE BANKS, INC. | ||
| By: |
/ S / J AMES J. A NTAL |
|
| James J. Antal | ||
| Senior Vice President and Chief Financial Officer | ||
Date: December 16, 2009
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Exhibit 3.1
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
CENTERSTATE BANKS, INC.
Pursuant to Sections 607.1003 and 1006, Florida Statues, the Articles of Incorporation of CenterState Banks, Inc. are hereby amended as follows:
FIRST : Section A(1) of Article IV of the Articles of Incorporation is hereby amended by deleting the text thereof in its entirety and substituting the following in lieu thereof:
(1) Common Stock . The aggregate number of shares of Common Stock (referred to in these Articles of Incorporation as “Common Stock”) which the Corporation shall have authority to issue is 100,000,000 with a par value of $0.01 per share.
SECOND : The foregoing amendment was approved by the holders of Common Stock of the Corporation, being the sole voting group entitled to vote on the amendment, on December 15, 2009, and the number of votes cast for the amendment by such shareholders was sufficient for approval.
IN WITNESS WHEREOF, the undersigned has caused these Articles of Amendment to Articles of Incorporation to be executed and attested to by its duly authorized officer as of this 15 th day of December, 2009.
| CENTERSTATE BANKS, INC. | ||
| By: |
/s/ Ernest S. Pinner |
|
| Ernest S. Pinner | ||
| Chairman, President and Chief Executive Officer | ||
STATE OF FLORIDA
COUNTY OF POLK
The foregoing instrument was acknowledged before me this 15 th day of December, 2009, by Ernest S. Pinner, Chairman, President and Chief Executive Officer of CenterState Banks, Inc., a Florida corporation on behalf of the corporation.
|
/s/ Joan A. Lee |
||
| Printed Name: |
Joan A. Lee |
|
| Notary Public, State of Florida | ||
| Personally Known x or Produced Identification ¨ |
Type of Identification Produced