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): JUNE 15, 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
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(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 3 - SECURITIES AND TRADING MARKETS
ITEM 3.03 MATERIAL MODIFICATIONS TO RIGHTS OF SECURITIES HOLDERS.
On June 15, 2005, the Board of Directors of The Banc Corporation approved
an amendment to the Certificate of Designation of Preferences and Rights of
Series A Preferred Stock of The Banc Corporation (the "Certificate of
Designation"), providing that the shares of Series A Convertible Preferred Stock
will be convertible at the option of the holder at any time on or after July 1,
2005. The Certificate of Designation previously provided that such conversion
option would not be available prior to June 1, 2008. Such amendment will be
effective upon the filing of a Restated Certificate of Designation of
Preferences and Rights of Series A Preferred Stock of The Banc Corporation with
the Secretary of State of Delaware, which will be effected as soon as
practicable following June 15, 2005.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
As previously disclosed in The Banc Corporation's Proxy Statement relating
to its 2005 Annual Meeting of Stockholders, in connection with a reorganization
of the Corporation's governance structure designed to incorporate best practices
in corporate governance, the Board of Directors of the Corporation recommended
(and the stockholders approved at the Annual Meeting, which was held June 15,
2005) an amendment to the Corporation's Restated Certificate of Incorporation to
declassify its Board of Directors. In that connection, at the Annual Meeting of
Stockholders, the following persons were elected as directors, each to serve for
a one-year term ending at the 2006 Annual Meeting of Stockholders or at such
time as their successors are duly elected and qualified, or until their earlier
death, resignation or removal: C. Stanley Bailey, Roger Barker, K. Earl Durden,
Rick D. Gardner, Thomas D. Jernigan, Jr., James Mailon Kent, Jr., James M. Link,
Barry Morton, C. Marvin Scott, Michael E. Stephens, James A. Taylor, James A.
Taylor, Jr. and James C. White, Sr. Messrs. Gardner, Link, Morton, Scott and
White were newly elected to the Board, while the remaining directors are
continuing directors. Biographical information concerning all such directors, a
description of any arrangements with any such person pursuant to which such
person was selected as a director, and the information required by Item 404(a)
of Regulation S-K is contained in the above-referenced Proxy Statement under the
Caption "Proposal Number Three - Election of Directors", which information is
hereby incorporated herein by reference. Mr. White will serve on the Board's
Audit Committee, replacing Mr. Kent, who is rotating off. Mr. Link will serve on
the Board's Compensation Committee, replacing Jerry M. Smith, a retiring
director.
In connection with the foregoing, the following previously serving
directors of the Corporation retired from service as directors effective June
15, 2005: James R. Andrews, M.D., W.T. Campbell, Jr., David R. Carter, Randall
E. Jones, Ronald W. Orso, M.D., Harold W. Ripps,
Jerry M. Smith, Larry D. Striplin, Jr. and Marie Swift. None of such directors
resigned or refused to stand for re-election because of a disagreement with the
Corporation on any matter relating to the Corporation's operations, policies or
practices.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
As previously disclosed in the above-referenced Proxy Statement, the Board
of Directors of the Corporation proposed amendments to the Corporation's
Restated Certificate of Incorporation to (a) increase the number of authorized
shares of the Corporation's common stock from 25 million to 35 million and (b)
declassify the Board of Directors, which had previously been divided into
classes serving staggered three-year terms. The text of such amendments was
attached to the above-referenced Proxy Statement as Annexes A and B,
respectively, which Annexes are hereby incorporated herein by reference. Such
amendments were approved by the holders of a majority of the outstanding shares
of the Corporation's common stock, and will be effective upon filing of a
Restated Certificate of Incorporation by the Corporation with the Secretary of
State of Delaware, which will be effected as soon as practicable following June
15, 2005.
SECTION 7 - REGULATION FD
ITEM 7.01. REGULATION FD DISCLOSURE.
On June 16, 2005, The Banc Corporation issued a press release announcing
that its subsidiary The Bank was filing an application to change its charter to
a federal savings bank charter under the Office of Thrift Supervision. The Bank
is currently regulated by the Alabama Banking Department and the Federal
Reserve. The text of the press release is attached to this report as Exhibit 99.
This information is furnished pursuant to Item 7.01 of Form 8-K and shall
not be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that Section,
unless we specifically incorporate it by reference in a documents filed under
the Securities Act of 1933 or the Securities Exchange Act of 1934. By filing
this report on Form 8-K and furnishing this information, we make no admission as
to the materiality of any information in this report that is required to be
disclosed solely by reason of Regulation FD.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 3 Restated Certificate of Incorporation of The
Banc Corporation, dated June 15, 2005
Exhibit 4 Restated Certificate of Designation of
Preferences and Rights of Series A Preferred Stock
of The Banc Corporation, dated June 15, 2005
Exhibit 99 Text of Press Release dated June 16, 2005.
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: June 17, 2005 By: /s/ F. Hampton McFadden, Jr.
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F. Hampton McFadden, Jr.
Executive Vice President,
General Counsel and Secretary