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 20, 2005
THE BANC CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-25033 63-1201350
(Commission File Number) (IRS Employer Identification No.)
17 NORTH 20TH STREET, BIRMINGHAM, ALABAMA 35203
(Address of Principal Executive Offices) (Zip Code)
(205) 327-3600
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(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 obligations of the registrant under any of the
following provisions:
[ ] 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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 20, 2005, the Board of Directors of The Banc Corporation
approved a Management Incentive Plan, which is intended to recognize and reward
senior officers of The Banc Corporation and its subsidiaries and affiliates
("Participants") who have contributed to the enhancement of stockholder value
through the achievement of corporate and personal performance goals during each
plan year.
Under the terms of the Management Incentive Plan, Participants will be
recommended by the Chief Executive Officer and approved by the Compensation
Committee of the Board of Directors, with Participants being notified by
February 15 of each plan year of their eligibility to participate in the Plan
for such year. For each such year, the Compensation Committee will establish a
threshold level of corporate financial and operational performance, and
achievement of such thresholds is a prerequisite for any award payments with
respect to such year. Participants will jointly establish with their respective
supervisors individual performance goals for each such year. Participants will
be assigned to specific potential award levels ranging from 15% to 50% of their
respective base salaries, and will be eligible to earn up to 125% of their
potential award levels depending upon corporate performance. Awards will be made
in a lump sum distribution by March 15 of the year following the plan year. The
Compensation Committee has discretion to increase the earned award payment or
award a discretionary payment in lieu of the award payment.
The Board of Directors has approved qualitative and quantitative
corporate performance thresholds for the 2005 plan year. The specific thresholds
involve confidential commercial or business information, the disclosure of which
would have an adverse effect on The Banc Corporation. Therefore, disclosure of
specific threshold criteria is omitted from this report pursuant to Q&A 13
contained in "Current Report on Form 8-K Frequently Asked Questions, November
23, 2004", as published by the Division of Corporation Finance of the Securities
and Exchange Commission.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit (10)-1 Management Incentive Compensation Plan
of The Banc Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
THE BANC CORPORATION
Date: April 26, 2005 By: /s/ F. Hampton McFadden, Jr.
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F. Hampton McFadden, Jr.
Executive Vice President,
General Counsel and Secretary