Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
TSFG > SEC Filings for TSFG > Form 8-K on 24-Jun-2009All Recent SEC Filings

Show all filings for SOUTH FINANCIAL GROUP INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SOUTH FINANCIAL GROUP INC


24-Jun-2009

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other


Item 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.

Effective June 23, 2009, The South Financial Group, Inc. (the "Company") amended its articles of incorporation to include a Certificate of Designations (the "Certificate of Designations") creating a newly-created series of its preferred stock, consisting of 94,500 shares of Mandatory Convertible Non-cumulative Preferred Stock Series 2009-A, no par value and a $1,000 liquidation preference per share (the "Series 2009-A Preferred Stock").

The Series 2009-A Preferred Stock will have the voting powers, preferences and relative, participating, optional and other special rights, and qualifications, limitations and restrictions as set forth on the Certificates of Designation. Additional information regarding the terms of the Preferred Stock is set forth in Item 3.02 of the Company's Current Report on Form 8-K, filed June 18, 2009, which is incorporated herein by reference.

The forgoing description of the Certificate of Designations is a summary only, and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 3.1 hereto and is incorporated by reference herein.



Item 8.01. OTHER EVENTS.

On June 19, 2009, The South Financial Group, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. Incorporated, as underwriter (the "Underwriter") pursuant to which the Company agreed to issue and sell 75,000,000 shares (the "Initial Shares") of the Company's common stock, $1.00 par value (the "Common Stock"), at a public offering price of $1.00 per share in an underwritten public offering (the "Offering"). In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriter an option (the "Option") to purchase up to an additional 10,000,000 shares of Common Stock (the "Option Shares") within 30 days of June 19, 2009. On June 24, 2009, the Offering was completed. As of June 24, 2009, the Underwriter has not yet exercised the Option. The net proceeds of the Offering without giving effect to any exercise of the Option, after underwriting discounts and commissions were $70,875,000.

Pursuant to the Underwriting Agreement, the Company agreed to a 90-day "lock-up" period with respect to sales of specified securities, subject to certain exceptions. Also pursuant to the Underwriting Agreement, the directors and executive officers of the Company entered into agreements in substantially the form included in the Underwriting Agreement providing for a 90-day "lock-up" period with respect to sales of specified securities, subject to certain exceptions.

The Initial Shares and the Option Shares were registered pursuant to the Company's Registration Statement on Form S-3 (File No. 333-157706), filed on March 5, 2009 and amended on March 27, 2009 and April 17, 2009 (the "Registration Statement"). The terms of the Offering are described in the Company's Prospectus dated April 22, 2009, constituting a part of the Registration Statement (hereinafter described), as supplemented by the Preliminary Prospectus Supplement dated June 18, 2009 and the Final Prospectus Supplement dated June 19, 2009. The Underwriting Agreement is included as Exhibit 1.1 hereto.

Item 9.01.       FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit          Description
1.1              Underwriting Agreement, between The South Financial Group, Inc. and Morgan Stanley & Co.
                 Incorporated
3.1              Articles of Amendment, dated June 23, 2009


  Add TSFG to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for TSFG - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2009 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.