Bank of the Ozarks, Inc. (NASDAQ:OZRK) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01Completion of Acquisition or Disposition of Assets.
On June 26, 2017, the Company and the Predecessor completed the
Reorganization. The Reorganization was consummated by the filing
of articles of merger, effective as of 4:00 p.m., Central Time,
on June 26, 2017 (the Effective Time), with the Arkansas State
Bank Department and the Arkansas Secretary of State.
At the Effective Time, each share of common stock, par value
$0.01, of the Predecessor (Predecessor Common Stock) issued and
outstanding immediately prior to the Reorganization automatically
converted into one share of Common Stock having the same
designations, rights, powers and preferences and the same
qualifications, limitations and restrictions as the corresponding
share of Predecessor Common Stock being converted. Accordingly,
upon consummation of the Reorganization, the Predecessors
shareholders immediately prior to the consummation of the
Reorganization became shareholders of the Company.
In connection with the Reorganization, as of the Effective Time,
the Company also assumed all of the Predecessors rights and
obligations under each of its equity incentive plans, equity
compensation plans, and other compensation plans, and any
subplans, appendices or addendums thereto, including all rights
and obligations with respect to the 2009 Amended and Restated
Restricted Stock and Incentive Plan, Amended and Restated Stock
Option Plan, Non-Employee Director Stock Plan, Non-Employee
Director Stock Option Plan, 401(k) Plan, Supplemental Executive
Retirement Plan and Deferred Compensation Plan (collectively, the
Compensation Plans), and all issued and outstanding stock options
to purchase shares of Predecessor Common Stock (Stock Options),
unvested time-based and performance-based restricted Predecessor
Common Stock, and any other equity or equity-based awards issued
thereunder or granted by the Predecessor (Other Equity Awards).
At the Effective Time, and subject to the same terms and
conditions that applied immediately prior to the Effective Time,
including vesting schedules and other restrictions: (i) each
Stock Option was converted into an option to purchase a share of
Common Stock at an exercise price per share equal to the exercise
price per share of Predecessor Common Stock subject to such Stock
Option immediately prior to the consummation of the
Reorganization and (ii) each Other Equity Award was converted
into a right to acquire or vest in the same number and type of
equity interests of the Company as of the Predecessor immediately
prior to the consummation of the Reorganization.Named executive
officers and other officers participate in certain
of the Compensation Plans. At the Effective Time, the
Compensation Plans and award agreements governing the Stock
Options and Other Equity Awards, and any provision of any other
compensatory plan, agreement or arrangement providing for the
grant or issuance of shares of Predecessor Common Stock were
automatically deemed to be amended to the extent necessary or
appropriate to provide that references to the Predecessor in such
awards, documents and provisions will be read to refer to the
Company and references to shares of Predecessor Common Stock in
such awards, documents and provisions will be read to refer to
shares of Common Stock.
Following consummation of the Reorganization, the executive
officers and directors of the Company are the same individuals
that served as the executive officers and directors of the
Predecessor immediately prior to the Reorganization. Each
director of the Company serves on the same board committees that
such director served on as a director of the Predecessor.
As a result of the Reorganization, as of the Effective Time, the
rights of the holders of Common Stock are governed by the
Companys Amended and Restated Articles of Incorporation and
Amended and Restated Bylaws.
The conversion of Predecessor Common Stock to Common Stock
occurred automatically without an exchange of stock certificates.
As of the Effective Time, stock certificates that previously
represented shares of Predecessor Common Stock now represent the
same number of shares of Common Stock. Following consummation of
the Reorganization, Common Stock is listed on the NASDAQ Global
Select Market (NASDAQ) and trades under the same ticker symbol as
the Predecessor Common Stock, OZRK, with the same CUSIP number as
Predecessor Common Stock, and the Predecessor Common Stock has
As an Arkansas state-chartered bank that is not a member of the
Federal Reserve System, the Company will continue to be subject
to regulation and supervision by the Arkansas State Bank
Department (ASBD) and the Federal Deposit Insurance Corporation
(FDIC). The Predecessor, prior to the Effective Time, was subject
to regulation and supervision by the Federal Reserve Board (FRB)
as a bank holding company; as of the Effective Time, the Company
is not subject to the FRBs regulation and supervision (except
such regulations as are made applicable to the Company by law and
the regulations of the FDIC).
The Companys common stock is registered under the Exchange Act,
which vests the FDIC with the power to administer and enforce
certain sections of the Exchange Act applicable to banks such as
the Company. The Company will not file periodic or current
reports or other materials with the Securities and Exchange
Commission (SEC) but will be required to file such periodic and
current reports and other materials required under the Exchange
Act with the FDIC. Among other things, the Company will file
annual, quarterly and current reports on Forms 10-K, 10-Q and 8-K
with the FDIC and NASDAQ, and the Companys executive officers,
directors and 10% or greater shareholders will continue to be
subject to the reporting requirements and prohibition on
short-swing profits of Section 16 of the Exchange Act, but such
filings will now be made with the FDIC.
to Section 3(a)(2) of the Securities Act of 1933, as amended (the
Securities Act), securities issued by the Company, including the
common stock that was issued in connection with the
Reorganization, are exempt from registration under the Securities
The foregoing summary of the Reorganization and the terms and
conditions of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the
complete text of the Merger Agreement, which is incorporated
herein by reference as Exhibit 2.1.
Item 3.01Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
In connection with the Reorganization, the Predecessor Common
Stock will be removed from listing on NASDAQ effective June 26,
2017 and the Common Stock will be listed on NASDAQ effective June
27, 2017. The Predecessor expects to file a Form 25 and a Form 15
with the SEC to deregister the Predecessor Common Stock and
eliminate the reporting obligations related thereto.
The information set forth in Item 2.01 is incorporated by
reference into this Item 3.01.
Item 5.02Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangement of Certain Officers.
The information set forth in Item 2.01 above relating to the
directors and executive officers of the Company and the
Predecessor following the Reorganization is incorporated by
reference into this Item 5.02.
Item 9.01Financial Statements and Exhibits.
Agreement and Plan of Merger dated as of April 10, 2017,
Press release issued by Bank of the Ozarks on June 26,
BANK OF THE OZARKS INC ExhibitEX-99.1 2 ozrk-ex991_6.htm EX-99.1 ozrk-ex991_6.htm Exhibit 99.1 For Immediate Release June 26,…To view the full exhibit click
here About Bank of the Ozarks, Inc. (NASDAQ:OZRK)
Bank of the Ozarks, Inc. is a bank holding company. The Company owns an Arkansas state chartered subsidiary bank, Bank of the Ozarks (the Bank). The Company, through the Bank, conducts operations through approximately 257 offices, including over 80 offices in Arkansas, approximately 30 in Georgia, over 20 in North Carolina, over 20 in Texas, approximately 44 in Florida, over three in Alabama, approximately two each in South Carolina and New York, and one in California. It owns Ozark Capital Statutory Trust II, Ozark Capital Statutory Trust III, Ozark Capital Statutory Trust IV and Ozark Capital Statutory Trust V (collectively, the Ozark Trusts). It owns Intervest Statutory Trust II, Intervest Statutory Trust III, Intervest Statutory Trust IV and Intervest Statutory Trust V. It provides a range of retail and commercial banking services. Its deposit services include checking, savings, money market, time deposit and individual retirement accounts. Bank of the Ozarks, Inc. (NASDAQ:OZRK) Recent Trading Information
Bank of the Ozarks, Inc. (NASDAQ:OZRK) closed its last trading session up +0.64 at 46.08 with 1,352,273 shares trading hands.