MidSouth Bancorp, Inc. (NYSE:MSL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June 5, 2017, the Board of Directors of MidSouth Bancorp, Inc.
(the Company) increased the size of the Board of Directors from
10 to 11 members and appointed James R. McLemore, President and
Chief Executive Officer of the Company and MidSouth Bank, N.A.,
as a member of the Companys Board of Directors. Mr. McLemore will
serve as a Class II Director with a term expiring at the Companys
annual meeting of shareholders in 2019. Mr. McLemore was also
appointed as a member of the Executive Committee of the Companys
Board of Directors.
Mr. McLemore was not selected for this position to any
arrangement or understanding between him and any other person.
There are no related party transactions (as defined in Item
404(a) of Regulation S-K) between the Company and Mr. McLemore.
Item 8.01. OTHER EVENTS.
Public Offering of Common Stock
On June 7, 2017, the Company announced the commencement of an
underwritten public offering of $50.0 million of the Companys
common stock through Sandler ONeill Partners, L.P. The Company
intends to grant the underwriter a 30-day option to purchase from
the Company up to an additional 15% of the shares sold in the
offering. The shares will be issued to a prospectus supplement
filed as part of an existing shelf registration statement filed
with the Securities and Exchange Commission on Form S-3.
A copy of the press release issued by the Company announcing the
commencement of the offering is attached to this report as
Exhibit 99.1 and is incorporated herein by reference.
Change in Dividend Policy
On June 7, 2017, the Companys Board of Directors determined that
it intends to reduce the Companys quarterly cash dividend on its
common stock to $0.01 per share beginning in the third quarter of
2017. The previously declared cash dividend of $0.09 per share of
common stock payable to shareholders of record as of the close of
business on June 15, 2017 remains unchanged and is scheduled to
be paid on July 3, 2017. The amount of future dividends, if any,
will be determined by our board of directors and will depend on
our earnings, financial condition and other factors considered by
the board of directors to be relevant. In addition, the payment
of cash dividends on the common stock will depend upon the
ability of MidSouth Bank, N.A. to declare and pay dividends to
the Company. The Banks ability to pay dividends will depend
primarily upon its earnings, financial condition, and need for
funds, as well as applicable governmental policies. Even if the
Bank has earnings in an amount sufficient to pay dividends, the
Banks board of directors may determine to retain earnings for the
purpose of funding growth.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| (d) | Exhibits |
| 99.1 | Press Release dated June 7, 2017. |
About MidSouth Bancorp, Inc. (NYSE:MSL)
MidSouth Bancorp, Inc. is a financial holding company. The Company operates primarily through its wholly owned bank subsidiary, MidSouth Bank, N.A. The Company is operating principally in the community banking business by providing banking services to commercial and retail customers through the Bank. The Bank is community oriented and focuses primarily on offering commercial and consumer loan and deposit services to individuals and small to middle market businesses in Louisiana, and central and east Texas. Deposit products and services offered by the Bank include interest-bearing and noninterest-bearing checking accounts, investment accounts, cash management services and electronic banking services, including remote deposit capturing services, Internet banking, and debit and credit cards. Loans offered by the Bank include commercial and industrial loans, commercial real estate loans (both owner-occupied and non-owner occupied), other loans secured by real estate and consumer loans.
