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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): December 8, 1997
SouthFirst Bancshares, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-13640 63-1121255
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
126 North Norton Avenue, Sylacauga, Alabama 35150
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (205) 245-4365
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On November 19, 1997, the Board of Directors of SouthFirst Bancshares,
Inc. (the "Company") declared a dividend of one Common Stock Purchase Right (a
"Right") for each outstanding share of common stock, par value $.01 per share,
of the Company (the "Common Stock"). The dividend is payable on December 8, 1997
(the "Record Date") to the stockholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one-hundredth
(1/100) of a share of the Common Stock at a price of $60.00 per share (the
"Purchase Price"), or $.60 per one-hundredth of a share, subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement
dated as of December 8, 1997, as the same may be amended from time to time (the
"Rights Agreement"), between the Company and Registrar and Transfer Company, as
Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 15% or more of the
outstanding shares of Common Stock or (ii) 10 business days (or such later date
as may be determined by action of the Board of Directors prior to such time as
any person or group of affiliated persons becomes an Acquiring Person) following
the commencement of, or announcement of an intention to make, a tender offer or
exchange offer, the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding shares of
Common Stock (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced, with respect to any of the Common Stock
certificates outstanding as of the Record Date, by such Common Stock certificate
together with a copy of the Summary of Rights to Purchase Shares of the Common
Stock which accompanies the letter distributed to shareholders.
Existing holdings of 15% or more of the Company's Common Stock will not
cause the Rights to be exercisable, or entitle the holders of Rights to purchase
additional shares of the Company or any other entity, provided that such
shareholders dispose of sufficient shares such that such person shall thereafter
beneficially own less than 15% of the Common Stock then outstanding.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Stock. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Stock certificates issued
after the Record Date upon transfer or new issuances of Common Stock will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for shares of Common Stock
outstanding as of the Record Date, even without such notation or a copy of the
Summary of Rights to Purchase Shares of the Common Stock, will also constitute
the transfer of the Rights associated with the shares of Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights.
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The Rights are not exercisable until the Distribution Date. The Rights
will expire, if not previously exercised, on November 30, 2007 (the "Final
Expiration Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed or exchanged by the Company, in each case as
described below.
The Purchase Price payable, and the number of shares of the Common
Stock or other securities or property issuable, upon exercise of the Rights is
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Common Stock, (ii) upon the grant to holders of the Common Stock of certain
rights or warrants to subscribe for or purchase the Common Stock at a price, or
securities convertible into the Common Stock with a conversion price, less than
the then-current market price of the Common Stock, or (iii) upon the
distribution to holders of the Common Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends or dividends payable in Common
Stock) or of subscription rights or warrants (other than those referred to
above).
The number of outstanding Rights is also subject to adjustment in the
event of a stock split of the Common Stock or a stock dividend on the Common
Stock payable in shares of Common Stock or subdivisions, consolidations or
combinations of the Common Stock occurring, in any such case, prior to the
Distribution Date.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right at the
then-current exercise price of the Right, that number of shares of Common Stock
having a market value of two times the exercise price of the Right.
In the event that, after a person or group has become an Acquiring
Person, the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold,
proper provisions will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person which will have become void) will
thereafter have the right to receive, upon the exercise thereof at the
then-current exercise price of the Right, that number of shares of common stock
of the person with whom the Company has engaged in the foregoing transaction (or
its parent), which number of shares at the time of such transaction will have a
market value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and
prior to the earlier of one of the events described in the previous paragraph or
the acquisition by such person or group of 50% or more of the outstanding shares
of Common Stock, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which will have become void),
in whole or in part, for shares of Common Stock, at an exchange ratio of one
share of Common Stock per Right (the "Exchange Ratio").
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional
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shares of the Common Stock will be issued (other than fractions which are
integral multiples of one-hundredth of a share of Common Stock, which may, at
the election of the Company, be evidenced by depositary receipts), and in lieu
thereof an adjustment in cash will be made based on the market price of the
Common Stock on the last trading day prior to the date of exercise.
At any time prior to the Distribution Date, the Board of Directors of
the Company may redeem the Rights in whole, but not in part, at a price of $.01
per Right (the "Redemption Price"). The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. Immediately upon any redemption
of the Rights, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.
For so long as the Rights are then redeemable, the Company may, except
with respect to the redemption price, amend the Rights in any manner. After the
Rights are no longer redeemable, the Company may, except with respect to the
redemption price, amend the Rights in any manner that does not adversely affect
the interests of holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. However, the
Rights should not interfere with any merger or other business combination
approved by the Board of Directors since (subject to the limitations described
above) the Rights may be redeemed by the Company at the Redemption Price prior
to the Distribution Date. Thus, the Rights are intended to encourage persons who
may seek to acquire control of the Company to initiate such an acquisition
through negotiations with the Board of Directors.
As of December 8, 1997, there were 863,200 shares of Common Stock
issued and outstanding, 15,600 shares held in treasury, and an aggregate of
83,000 shares reserved for issuance. One Right will be distributed to
stockholders of the Company for each share of Common Stock owned of record by
them on December 8, 1997. As long as the Rights are attached to the Common
Stock, the Company will issue one Right with each new share of Common Stock so
that all such shares will have attached Rights.
The Rights Agreement, including the Form of Right Certificate attached
as Exhibit A thereto, and the Summary of Rights to Purchase Shares of Common
Stock attached as Exhibit B thereto, together with a letter to the Company's
stockholders, dated December 17, 1997, explaining the Rights, and a Press
Release, dated November 19, 1997, are attached hereto as exhibits and are
incorporated herein by reference. The foregoing description of the Rights is
qualified in its entirety by reference to such exhibits.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
4.1 Rights Agreement, dated as of December 8, 1997, between SouthFirst
Bancshares, Inc. and Registrar and Transfer Company, as Rights Agent, which
includes the Form of Right Certificate as Exhibit A, and the Summary of Rights
to Purchase Shares of Common Stock as Exhibit B.
20.1 Letter to SouthFirst Bancshares, Inc. stockholders, dated December
17, 1997.
99.1 Press Release, dated November 19, 1997.
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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.
Dated as of December 16, 1997 SOUTHFIRST BANCSHARES, INC.
By: /s/ Donald C. Stroup
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Donald C. Stroup
President and
Chief Executive Officer
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Exhibit Index
Exhibit No. Description Page
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4.1 Rights Agreement, dated as of December 8, 1997, between
SouthFirst Bancshares, Inc. and Registrar and Transfer Company,
as Rights Agent, which includes the Form of Right Certificate as
Exhibit A and the Summary of Rights to Purchase Shares of
Common Stock as Exhibit B.
20.1 Letter to SouthFirst Bancshares, Inc. stockholders, dated
December 17, 1997.
99.1 Press Release, dated November 19, 1997.
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