| Item 2.01 | Completion of Acquisition or Disposition of Assets |
On November 14, 2018, pursuant to the previously announced Agreement and Plan of Reorganization, dated as of July 19, 2018 (the “Reorganization Agreement”), by and between Spirit of Texas Bancshares, Inc., a Texas corporation (“Spirit”), and Comanche National Corporation, a Texas corporation (“Comanche”), Comanche merged with and into Spirit, with Spirit continuing as the surviving corporation (the “Merger”). Immediately after the Merger, Comanche National Corporation of Delaware, a Delaware corporation and wholly-owned subsidiary of Comanche, merged with and into Spirit, with Spirit continuing as the surviving corporation.
Pursuant to the terms and conditions set forth in the Reorganization Agreement, each outstanding share of Comanche common stock, no par value, held immediately prior to the effective time of the Merger was converted into the right to receive $30.67 in cash and approximately 5.37 shares of Spirit common stock, no par value (“Spirit Common Stock”). In lieu of each fractional share of Spirit Common Stock that would otherwise have been issued to Comanche shareholders in the Merger, Spirit will pay cash in an amount (rounded to the nearest cent) determined by multiplying such fraction by $21.00.
The foregoing description of the Reorganization Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Reorganization Agreement, which is incorporated by reference in this Form8-K as Exhibit 2.1.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Pursuant to the Reorganization Agreement, the Board of Directors (the “Board”) of Spirit increased the number of directors of Spirit from nine (9) to ten (10), with such new directorship being added to Class I of the Board, and elected William K. Nix to fill such resultant Class I vacancy, effective upon consummation of the Merger. As of the date of this filing, Mr. Nix has not been appointed to any of Spirit’s committees.
Prior to joining Spirit, Mr. Nix (age 57) served as Chairman and Chief Executive Officer of Comanche since March 2009. He is currently a member of the Board of Trustees of The Terrell Foundation, a charitable foundation serving the communities in and around Erath County, Texas and isco-managing trustee of the W. L. & Barbara Terrell Nix Foundation, a charitable foundation providing support to community service organizations in North Texas. Mr. Nix previously served on the Board of Trustees of Fort Worth Academy for the Education of Children and Youth, an independent school offering educational opportunities for Kindergarten through eighth grade students in Fort Worth, Texas, including terms as Treasurer and Board President. He continues to serve on the school’s Entrepreneurship and Leadership Initiative Advisory Council. Mr. Nix also worked for two decades in information technology in the oil and gas exploration and production, telecommunications and defense industries at several different companies in a variety of roles including various management positions. He received a Bachelor of Science degree in 1983 from Texas A&M University majoring in Computer Science minoring in Accounting. In 2003, Mr. Nix graduated from the Southwestern Graduate School of Banking at Southern Methodist University with Distinction and Recognition for Leadership and Thesis Nominated for Distinction.
As an employee director, Mr. Nix will not receive fees for his service as a director of Spirit.
Further, as disclosed in the joint proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on October 18, 2018 pursuant to Rule 424(b), Mr. Nix entered into an employment agreement with Spirit effective upon consummation of the Merger. The employment agreement with Mr. Nix is for an initial term of two years and entitles Mr. Nix to receive an annual base salary and participate in annual and long-term incentive programs, plus reimbursement of certain business expenses and participation in certain employee benefit programs. The employment agreement also containsnon-competition andnon-solicitation obligations for the term of Mr. Nix’s employment with Spirit and for 12 months after the termination of his employment with Spirit. For the initialtwo-year term, the aggregate value of the employment agreement for Mr. Nix is $450,000.
