-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KBMPD2um4yrp3PT+m79KJwiZYvXYoEqhCJjnuDFz9ZiLsvqd2e91Ev6NFmYlZWkG k3dk6Z3XMNKzNuvTbj7SUg== 0001181431-09-034990.txt : 20090713 0001181431-09-034990.hdr.sgml : 20090713 20090713135831 ACCESSION NUMBER: 0001181431-09-034990 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090708 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090713 DATE AS OF CHANGE: 20090713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bancorp, Inc. CENTRAL INDEX KEY: 0001295401 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 233016517 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51018 FILM NUMBER: 09941733 BUSINESS ADDRESS: BUSINESS PHONE: 302-385-5000 MAIL ADDRESS: STREET 1: 405 SILVERSIDE ROAD CITY: WILMINGTON STATE: DE ZIP: 19809 8-K 1 rrd248254.htm 8-K FOR INVESTOR RIGHTS AGMT TERMINATIONS Prepared By R.R. Donnelley Financial -- Form 8-K
 
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):  07/08/2009
 
The Bancorp, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  000-51018
 
Delaware
  
23-3016517
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
409 Silverside Road
Wilmington, DE 19809
(Address of principal executive offices, including zip code)
 
302-385-5000
(Registrant’s telephone number, including area code)
 
(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
 
On July 8, 2009, the Investor Rights Agreement dated as of October 13, 1999 by and among The Bancorp, Inc. (the "Company") and the stockholders listed therein (the "1999 Agreement") was amended pursuant to consent to provide that the 1999 Agreement would terminate on July 15, 2009. In addition, on July 8, 2009, the Investor Rights Agreement between the Company and a single stockholder dated as of June 12, 2002 (the "2002 Agreement") was amended pursuant to consent to provide that the 2002 Agreement would terminate on July 15, 2009. Accordingly, at 5:00 P.M. on July 15, 2009, each of the 1999 Agreement and 2002 Agreement will terminate and no longer be of any force or effect.
 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits

10.1 Form of consent for amendment to 1999 Investor Rights Agreement

10.2 Form of consent for amendment to 2002 Investor Rights Agreement
 

 

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 hereunto duly authorized.
 
           
The Bancorp, Inc.
 
 
Date: July 13, 2009
     
By:
 
/s/    Martin F. Egan
               
Martin F. Egan
               
Chief Financial Officer and Secretary
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-10.1
  
Form of consent for amendment to 1999 Investor Rights Agreement
EX-10.2
  
Form of consent for amendment to 2002 Investor Rights Agreement
EX-10.1 2 rrd248254_28976.htm FORM OF CONSENT FOR AMENDMENT TO 1999 INVESTOR RIGHTS AGREEMENT DC7100.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing

THE BANCORP, INC.
409 Silverside Road
Wilmington, DE 19809

, 2009

To the investors in The Bancorp,
Inc.’s 1999 private placement

RE: Investor Rights Agreement dated as of October 13, 1999

Dear Bancorp, Inc. stockholder:

     You are receiving this letter because you hold shares of common stock of The Bancorp, Inc. (the “Company”) that you purchased in the Company’s 1999 private placement. In connection with your purchase, you became a party to the Investor Rights Agreement dated as of October 13, 1999 (the “Agreement”). At the time the Agreement was entered into, the Company was not publicly traded on a securities exchange, it did not file documents with the Securities and Exchange Commission, and the shares you purchased were restricted and thus very difficult to sell or transfer. The Agreement was established in order to provide you with liquidity for your investment.

     The Company has now been traded on the NASDAQ Global Select Market (formerly the NASDAQ National Market) for almost 5 years and it has filed reports with the Securities and Exchange Commission that entire time. Because shares of the Company’s common stock are now actively traded, and you have held them for almost a decade, the shares may be freely traded and you don’t require the rights and protections afforded to you by the Agreement.

     Accordingly, we respectfully request your consent to the following amendment that will set a termination date for the Agreement. Upon obtaining the required approval, Article 8 of the Agreement will be amended by adding the following Section 8.9:

8.9      Termination. This Agreement and all rights hereunder shall terminate and no longer be of any force or effect at 5:00 p.m. on July 15, 2009.
 

     The Agreement provides that it may be amended by obtaining consents in writing from investors holding a majority of the “Investor Shares” then outstanding. Any shares purchased in the 1999 offering that have been sold, had the restrictive legend removed or

have otherwise changed record ownership, are no longer deemed to be “Investor Shares.” Accordingly, in order for this amendment and termination to be approved, the Company must obtain consents in writing from the small number of stockholders that still hold “Investor Shares,” of which you are one.

     On behalf of The Bancorp, Inc., I thank you for your past and continued support of our company.

Very truly yours,

Betsy Z. Cohen, Vice Chairman and Chief
Executive Officer of The Bancorp, Inc.

AGREED to and ACCEPTED this
___ day of , 2009

By:
Name:
Title:

 EX-10.2 3 rrd248254_28977.htm FORM OF CONSENT FOR AMENDMENT TO 2002 INVESTOR RIGHTS AGREEMENT DC7101.pdf -- Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing

THE BANCORP, INC.
409 Silverside Road
Wilmington, DE 19809

, 2009

VIA EMAIL AND CERTIFIED MAIL

RE: Investor Rights Agreement dated as of June 12, 2002

Dear Bancorp, Inc. stockholder:

     You are receiving this letter because you hold shares of Series A preferred stock of The Bancorp, Inc. (the “Company”) that you purchased in the Company’s 2002 private placement. In connection with your purchase, you became a party to the Investor Rights Agreement dated as of June 12, 2002 (the “Agreement”). At the time the Agreement was entered into, the Company was not publicly traded on a securities exchange, it did not file documents with the Securities and Exchange Commission, and the shares you purchased were restricted and thus very difficult to sell or transfer. The Agreement was established in order to provide you with liquidity for your investment.

     The Company’s common stock has now been traded on the NASDAQ Global Select Market (formerly the NASDAQ National Market) for almost 5 years and it has filed reports with the Securities and Exchange Commission that entire time. Because (i) shares of the Company’s common stock are now actively traded, (ii) you have held the Series A preferred stock for a sufficient length of time and (iii) the Series A preferred stock is convertible into shares of common stock without paying any consideration, then the shares of common stock that your Series A preferred stock is convertible into may be freely traded and you don’t require the rights and protections afforded to you by the Agreement.

     Accordingly, we respectfully request your consent to the following amendment that will set a termination date for the Agreement. With your consent, Article VII of the Agreement will be amended by adding the following Section 7.5:

7.5      Termination. This Agreement and all rights hereunder shall terminate and no longer be of any force or effect at 5:00 p.m. on July 15, 2009.
 

     The Agreement provides that it may be amended only upon the prior written consent of the Company and you.

     On behalf of The Bancorp, Inc., I thank you for your past and continued support of our company.

Very truly yours,

Betsy Z. Cohen, Vice Chairman and Chief
Executive Officer of The Bancorp, Inc.

AGREED to and ACCEPTED this
___ day of , 2009

By:
Name:
Title:

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