enterprise_8k.htm
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 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)
January 25, 2010
ENTERPRISE FINANCIAL SERVICES
CORP
(Exact name of registrant as specified in its
charter)
| Delaware |
001-15373 |
43-1706259 |
| (State or Other Jurisdiction |
(Commission |
(IRS Employer |
| of Incorporation) |
File Number) |
Identification
No.) |
| 150 N.
Meramec, St. Louis, Missouri |
63105 |
| (Address of principal executive
offices) |
(Zip
Code) |
Registrant’s telephone number, including area
code
(314)
725-5500
(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 obligation 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))
Item 1.01 Entry into a Material Definitive
Agreement
Enterprise Financial
Services Corp (the “Company”) previously reported, by the filing of a Current
Report on Form 8-K on January 14, 2010, that it was conducting a private
placement offering (the “Private Offering”) for the issuance and sale of shares
of its common stock, par value $0.01 per share (the “Common
Stock”).
On January 25, 2010,
the Company consummated a second and final closing of the Private Offering with
26 accredited investors (the “Purchasers”) for the issuance and sale of
1,266,427 shares of Common Stock for aggregate cash consideration of
approximately $9.8 million. The purchase price was $9.25 for directors,
officers, employees and consultants of the Company (which represented the last
closing consolidated bid price of our common stock on the NASDAQ Global Select
Market at the time of the initial closing), and $7.71 for other investors. As a
result of the first and second closing of the Private Offering, the Company
raised a total of $15 million through the issuance of 1,931,610 shares of Common
Stock to accredited investors.
Each of the
Purchasers executed and delivered a subscription agreement (“Subscription
Agreement”), which was accepted by the Company prior to or at the second and
final closing, and each Purchaser represented to the Company that such investor
is an “accredited investor” as defined in Rule 501(a) of Regulation D. Shares of
the Common Stock sold pursuant to the Private Offering are “restricted
securities” within the meaning of Rule 144 promulgated under the Securities Act
and may not be transferred in whole or in part in the absence of an effective
registration statement or an opinion of counsel satisfactory to the Company that
an exemption from registration is available, among other restrictions. Pursuant
to the Subscription Agreement, the Company has agreed to prepare and file a
registration statement with the United States Securities and Exchange Commission
to register for resale shares of the Common Stock issued to the Purchasers in
the Private Offering after the filing of our Annual Report on Form 10-K for the
year ended December 31, 2009 (and in any event no later than March 17, 2010)
subject to certain exceptions.
The Company intends
to use the net proceeds of the Private Offering for general corporate purposes,
which may include funding working capital needs, supporting growth and
regulatory capital needs, expanding through acquisitions (including, without
limitation, acquisitions with the assistance of the Federal Deposit Insurance
Corporation) or redemption of other securities outstanding from time to time.
The foregoing
description of the Private Offering and the Subscription Agreement is not
intended to be complete and is qualified in its entirety by the complete text of
the form Subscription Agreement attached as Exhibit 99.1 to this Current Report
on Form 8-K.
On January 25, 2010,
the Company issued a press release announcing the second and final closing of
the Private Offering. A copy of the press release is attached hereto as Exhibit
99.2 and is incorporated herein by reference.
Item 2.02 Results of Operations and Financial
Condition.
On January 26, 2010,
the Company issued a press release announcing financial information for its year
ended December 31, 2009. A copy of the press release is attached hereto as
Exhibit 99.3 and is incorporated herein
by reference. The press release and the information included in this Item 2.02
shall not be deemed “filed” with the Commission.
Item 3.02 Unregistered Sales of Equity
Securities.
The information set
forth under “Item 1.01 Entry into Material Definitive Agreement” is incorporated
herein by reference. The Private Offering was made on a best efforts basis by
the Company and conducted through a private placement in reliance upon an
exemption from the registration requirements of the Securities Act of 1933, as
amended (the “Securities Act”), afforded by Section 4(2) thereunder, and, in
particular, the safe harbor provisions afforded by Regulation D promulgated
under the Securities Act (“Regulation D”). The Company did not engage in general
solicitation or advertising with regard to the issuance and sale of the Common
Stock in connection with the Private Offering and has offered securities only to
a limited number of accredited investors, as defined in Regulation D. The
information being furnished pursuant to this Current Report on Form 8-K and the
exhibits attached hereto shall not constitute an offer to sell or the
solicitation of an offer to buy such securities.
Item 7.01 Regulation FD Disclosure.
During the Private
Offering, the Company’s Senior Executives, made a presentation to potential
investors in the Private Offering that executed and delivered confidentiality
agreements with the Company. A copy of the investor presentation is attached
hereto as Exhibit 99.4 and is incorporated herein by reference solely for the
purposes of this Item 7.01.
The information set
forth in this Item 7.01, including Exhibit 99.3, is furnished pursuant to Item
7.01 and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities under that section, nor shall such information be
deemed incorporated by reference in any filing under the Securities Act or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing. The furnishing of the information set forth in this Item 7.01 is
not intended to be, and shall not be deemed, an admission as to the materiality
of any information in this Current Report on Form 8-K that is required to be
disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 Financial Statements and Exhibits.
| (a) |
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Not applicable. |
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| (b) |
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Not applicable. |
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| (c) |
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Not applicable. |
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| (d) |
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Exhibits. |
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Exhibit |
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Number |
|
Description |
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99.1 |
Form of Subscription
Agreement |
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99.2 |
Press Release dated January 25, 2010 |
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99.3 |
Press Release dated January 26,
2010 |
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99.4 |
Investor Presentation |
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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ENTERPRISE FINANCIAL SERVICES
CORP |
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By: |
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| Date: January 26, 2010 |
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/s/ Deborah N. Barstow |
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Deborah N. Barstow |
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Senior Vice President and
Controller |