- Current report filing (8-K)
28 April 2010 - 8:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 26, 2010
SOUTHWEST BANCORP, INC.
(Exact name of registrant as specified in its charter)
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Oklahoma
(State or other jurisdiction
of incorporation)
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000-23064
(Commission file
number)
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73-1136584
(IRS Employer
Identification No)
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608 South Main Street, Stillwater, Oklahoma
(Address of Principal Executive Offices)
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74074
(Zip Code)
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Registrants telephone number, including area code: (405) 372-2230
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 Entry Into a Material Definitive Agreement
On April 26, 2010, Southwest Bancorp, Inc. (the Company) entered into an underwriting
agreement (the Underwriting Agreement) with Stifel, Nicolaus & Company, Incorporated and Stephens
Inc., as representatives of the underwriters, to issue and sell 4,000,000 shares of the Companys
common stock, par value $1.00 per share (Common Stock), at a public offering price of $12.50 per
share in an underwritten public offering (the Offering). As part of the Offering, the Company
granted the underwriters a 30-day option to purchase up to an additional 600,000 shares of Common
Stock to cover over-allotments, if any. The underwriting discounts and commissions were $0.6875 per
share. The net proceeds of the Offering, after underwriting discounts and expenses, and without
exercise of the underwriters over-allotment option, will be approximately $47 million.
The Underwriting Agreement contains customary representations, warranties and covenants among
the parties as of the date of entering into such Underwriting Agreement. A copy of the Underwriting
Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by
reference. The description of the material terms of the Underwriting Agreement is qualified in its
entirety by reference to such exhibit.
Pursuant to the Underwriting Agreement, directors and executive officers of the Company and
Bank entered into agreements in substantially the form included as an exhibit to the Underwriting
Agreement providing for a 90-day lock-up period with respect to sales of specified securities,
subject to extension and certain exceptions.
The shares of Common Stock were registered under the Securities Act of 1933, as amended,
pursuant to a shelf registration statement on Form S-3 (Registration No. 333-165451) declared
effective by the Securities and Exchange Commission on March 16, 2010 (the Registration
Statement). The offer and sale of the Shares are described in the Companys prospectus,
constituting a part of the Registration Statement, as supplemented by a final prospectus supplement
dated April 27, 2010.
Item 9.01 Financial Statements and Exhibits
(a)
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Financial Statements of Business Acquired. Not applicable.
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(b)
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Pro Forma Financial Information. Not applicable.
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(c)
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Shell Company Transactions. Not applicable.
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(d)
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Exhibits.
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1.1
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Underwriting Agreement
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5.1
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Opinion of James I. Lundy, III, Attorney at Law
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23.1
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Consent of James I. Lundy, III, Attorney at Law (included in Exhibit 5.1)
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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.
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SOUTHWEST BANCORP, INC.
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By:
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/s/ Laura Robertson
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Laura Robertson
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Senior Vice President,
Finance Division Manager
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Dated: April 27, 2010
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