SOUTHERN MISSOURI BANCORP, INC. (NASDAQ:SMBC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive
On June 9, 2017, Southern Missouri Bancorp, Inc. (the Company)
entered into an At the Market Issuance Sales Agreement (the Sales
Agreement) with Keefe, Bruyette Woods, Inc. A Stifel Company (the
distribution agent). to the Sales Agreement, KBW will act as the
Companys distribution agent with respect to an at-the-market
public offering (the “Offering”), at any time and from time to
time, of the Companys common stock, par value $0.01 per share
(the Shares). The Company has authorized the sale, at its
discretion, of Shares in an aggregate offering amount up to
$25,000,000 under the Sales Agreement.
Sales of the Shares, if any, through the distribution agent will
be made directly on the NASDAQ Global Market, on any other
existing trading market for the Shares, to or through a market
maker, or by any other method permitted by law, including
negotiated transactions. Sales may be made at market prices
prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices, and subject to such other
terms as may be agreed upon at the time of sale.
The Shares will be sold and issued to the Companys Registration
Statement on Form S-3 (File No. 333-202963), which was previously
declared effective by the Securities and Exchange Commission, and
the related prospectus and prospectus supplement.
The Company or the distribution agent, under certain
circumstances and upon notice to the other, may suspend the sale
of Shares under the Sales Agreement or terminate the Sales
Agreement. The Sales Agreement will automatically terminate when
the sale of Shares reaches an aggregate offering amount equal to
$25,000,000, or sooner if either the Company or the distribution
agent terminates the Sales Agreement.
The Company will pay the sales agent a commission equal to 2.5%
of the gross proceeds from any sale of the Shares sold to the
The Sales Agreement contains certain customary representations,
warranties and covenants between the parties. These
representations, warranties and covenants are not factual
information to investors about the Company. In addition, the
Company has agreed to indemnify the distribution agent against
certain civil liabilities, including liabilities under the
Securities Act of 1933, as amended.
The foregoing description of the Sales Agreement is qualified in
its entirety by reference to that agreement, a copy of which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
This Current Report on Form 8-K, including the exhibits filed
herewith, shall not constitute an offer to sell or the
solicitation of an offer to buy the Shares or any other
securities of the Company, nor shall there be any offer,
solicitation or sale of the Shares or any other securities of the
Company in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under
the securities laws of such state.
On June 9, 2017, the Company issued a press release (the “Press
Release”) announcing the commencement of the Offering. A copy of
the Press Release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. In addition, in connection with
the Offering, the legal opinion of Silver, Freedman, Taff Tiernan
LLP with respect to the validity of the Shares is being filed as
Exhibit 5.1 to this Current Report on Form 8-K.
|5.1||Opinion of Silver, Freedman, Taff Tiernan LLP|
At Market Issuance Sales Agreement dated as of June 9,
2017, by and among the Company and Keefe, Bruyette Woods,
Consent of Silver, Freedman, Taff Tiernan LLP (included in
|99.1||Press Release dated June 9, 2017|
About SOUTHERN MISSOURI BANCORP, INC. (NASDAQ:SMBC)
Southern Missouri Bancorp, Inc. is the holding company for Southern Bank (the Bank). The principal business of the Bank consists primarily of attracting retail deposits from the public and using such deposits along with wholesale funding from the Federal Home Loan Bank of Des Moines (FHLB), and brokered deposits. The Bank offers a range of deposit instruments, such as demand deposit accounts, negotiable order of withdrawal (NOW) accounts, money market deposit accounts, saving accounts, certificates of deposit and retirement savings plans. The Bank’s lending activities consist of origination of loans secured by mortgages on one- to four-family and multifamily residential real estate, commercial and agricultural real estate, construction loans on residential and commercial properties, commercial and agricultural business loans and consumer loans. As of June 30, 2016, the Company had total assets of $1.4 billion and total deposits of $1.1 billion.