| Item 2.01 | Completion of Acquisition or Disposition of Assets |
On April 2, 2019, pursuant to the previously announced Agreement and Plan of Reorganization, dated as of November 27, 2018 (the “Reorganization Agreement”), by and between Spirit of Texas Bancshares, Inc., a Texas corporation (“Spirit”), and First Beeville Financial Corporation, a Texas corporation (“Beeville”), Beeville merged with and into Spirit, with Spirit continuing as the surviving corporation (the “Merger”). Immediately after the Merger, The First National Bank of Beeville (“Beeville Bank”), a national banking association and wholly-owned subsidiary of Beeville, merged with and into Spirit of Texas Bank, SSB (“Spirit Bank”), a Texas state savings bank and wholly-owned subsidiary of Spirit, with Spirit Bank continuing as the surviving bank.
Pursuant to the terms and conditions set forth in the Reorganization Agreement, each outstanding share of Beeville common stock, no par value, held immediately prior to the effective time of the Merger was converted into the right to receive $547.45 in cash and approximately 26.7048 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 Beeville shareholders in the Merger, Spirit will pay cash in an amount (rounded to the nearest cent) determined by multiplying such fraction by $19.81.
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 Current Report on 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 ten (10) to eleven (11), with such new directorship being added to Class II of the Board, and appointed Allen C. Jones, IV to fill such resultant Class II directorship, effective upon consummation of the Merger. As of the date of this filing, Mr. Jones has not been appointed to any of committees of the Board.
Prior to joining Spirit, Mr. Jones (age 69) served as a director of Beeville and Beeville Bank. He is and has been the owner and manager of cattle and hunting operations through Jones Ranch LLC, a ranch that began in south Texas in 1895, since 1996. In addition to ranching, Mr. Jones’ other business activities include directorships with The First National Bank of Hebbronville and Mesteña Operations, Ltd. of Corpus Christi, Texas. He currently serves as a director for the Texas Wildlife Association, the Texas and Southwestern Cattle Raisers Association, an honorary director of the Texas and Southwestern Cattle Raisers Foundation and a Trustee of TexasA&M-Kingsville Foundation. He is a member of the Gulf Coast Conservation Association and First Methodist Church of Corpus Christi. Mr. Jones graduated from Texas Military Institute and attended Texas A&I Business School in Kingsville, Texas. Mr. Jones’ business experience and agricultural expertise qualifies him to serve on the Spirit board of directors.
As a director, Mr. Jones will receive an annual retainer fee of $16,000 (paid $4,000 per quarter) and will receive $800 for each attended meeting of the Spirit board of directors.
On April 2, 2019, Spirit issued a press release announcing the completion of the Merger. A copy of the press release announcing the completion of the Merger is attached to this Current Report on Form8-K as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
The financial statements required by this item will be filed by amendment to this Current Report on Form8-K no later than 71 days after the date on which this Current Report on Form8-K is required to be filed.
