8-K

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): November 16, 2006

IBERIABANK CORPORATION

(Exact name of Registrant as Specified in Charter)

Louisiana	0-25756	72-1280718
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

200 West Congress Street, Lafayette, Louisiana 70501

(Address of Principal Executive Offices)

(337) 521-4003

Registrant’s telephone number, including area code

NOT APPLICABLE

(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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On November 10, 2006, IBERIABANK Corporation (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with qualified institutional investors (the “Purchasers”) pursuant to which the Company agreed to sell in a private placement (the “Private Placement”) an aggregate of 576,923 shares (the “Shares”) of the Company’s common stock, par value $1.00 per share. The price per Share under the Purchase Agreement is $52.00. See the Company’s Current Report on Form 8-K dated November 10, 2006.

The Private Placement of the Shares was consummated on November 16 and November 21, 2006, and will result in gross proceeds to the Company of approximately $30 million.

Stifel, Nicolaus and Company, Inc. (“Stifel”) and Howe Barnes Hoeffer and Arnett acted as co-placement agents for the offering. The aggregate underwriting commission was $1.5 million.

Pursuant to the Purchase Agreement, the Company agreed to file a Registration Statement (the “Registration Statement”) on Form S-3 with the Securities and Exchange Commission (the “Commission”), within 60 days of the closing of the Private Placement, to register the resale of the Shares. The Company agreed to use commercially reasonable efforts to have the Registration Statement declared effective by the Commission within 60 days after the date by which the Registration Statement is required to be filed.

Pursuant to the Purchase Agreement, the Company also agreed for a period that is the later of 180 days after the date of the Purchase Agreement or the effective date of the Registration Statement not to offer or sell shares of its common stock without the prior consent of Stifel. Exceptions from this limitation include shares of common stock to be issued in the Company’s pending acquisitions and under existing employee benefit plans. In addition, executive officers and directors have entered into “lock-up” agreements with Stifel (the “Lock-Up Agreement”) under which they will not offer or sell shares of common stock until the Registration Statement is declared effective by the Commission. Exceptions to the Lock-up Agreements have been granted to holders of a total of 51,500 shares, provided that such shares are sold at prices above $52.00 per share.

The Shares were offered and sold in the Private Placement to qualified institutional investors without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder. Accordingly, and until registered under the Securities Act, the Shares may not be offered or sold in the United States absent registration or availability of an applicable exemption from registration. Management made its determination regarding the availability of such exemptions based upon the facts and circumstances surrounding the Private Placement, including each Purchaser representing that it is qualified institutional investor as such term is used in Regulation D, the absence of general solicitation or general advertising in connection with the Private Placement, and the inclusion of restrictive legends on the certificates for the Shares.

The foregoing description of the Private Placement, the Purchase Agreement and the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement (Exhibit 10.1), the Lock-Up Agreement (Exhibit 10.2), and the related press release (Exhibit 99.1), which are incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

10.1	Purchase Agreement by and among the Company and the Purchasers thereto, dated November 10, 2006. Incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K dated November 10, 2006.
10.2	Lock-Up Agreement between officers and directors of the Company and Stifel, Nicolaus & Company, Incorporated.
99.1	Press Release issued by IBERIABANK Corporation on November 10, 2006. Incorporated herein by reference to Exhibit 99.1 to Current Report on Form 8-K dated November 10, 2006.

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.

	IBERIABANK CORPORATION
DATE: November 21, 2006	By:	/s/ Daryl G. Byrd
		Daryl G. Byrd
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number
10.1	Purchase Agreement by and among the Company and the Purchasers thereto, dated November 10, 2006. Incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K dated November 10, 2006.
10.2	Lock-Up Agreement between officers and directors of the Company and Stifel, Nicolaus & Company, Incorporated.
99.1	Press Release issued by IBERIABANK Corporation on November 10, 2006. Incorporated herein by reference to Exhibit 99.1 to Current Report on Form 8-K dated November 10, 2006.

EX-10.2

EXHIBIT 10.2

Lock-Up Agreement

November 21, 2006

Stifel, Nicolaus & Company, Incorporated

One Financial Plaza

501 North Broadway

St. Louis, MO 63102

Ladies and Gentlemen:

This Lock-Up Agreement is being delivered to you in satisfaction of a condition of the purchasers (the “Purchasers”) in the securities purchase agreement (the “Purchase Agreement”) to be entered into by IBERIABANK Corporation, a Louisiana corporation (the “Company”), and the Purchasers, pursuant to which the Investors will agree to purchase shares (the “Shares”) of common stock, par value $1.00 per share, of the Company (the “Common Stock”).

The undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that the Securities and Exchange Commission (the “Commission”) declares effective the registration statement registering the Shares for resale as contemplated by the Purchase Agreement (the “Resale Registration Statement”), the undersigned will not, without your prior written consent, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii) above. The foregoing sentence shall not apply to (a) the registration of the Shares pursuant to the Resale Registration Statement, (b) the filing of a registration statement on Form S-4 in connection with the Company’s recently announced transactions with Pulaski Investment Corporation and Pocahontas Bancorp, Inc., (c) transfers to an immediate family member of the undersigned or a trust for the direct or indirect benefit of the undersigned and/or an immediate family, provided in the case of this clause (c) that (i) the transferee agrees to be bound in writing by the terms of this Lock-Up Agreement, (ii) any such transfer does not involve a disposition for value, (iii) any such transfers are not required to be reported in any public report or filing with the Commission or otherwise and (iv) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfer or (d) the surrender of shares to the Company by the undersigned in satisfaction of all or a portion of the exercise price with respect to a stock option outstanding

on the date hereof (it being understood that the shares of Common Stock acquired upon any such exercise are subject to the provisions of this Lock-Up Agreement). [Notwithstanding anything in the foregoing to the contrary, Stifel Nicolaus agrees to allow the undersigned to sell or pledge as security for a bona fide loan shares of Common Stock held by the undersigned during the Lock-Up Period in an aggregate amount not in excess of * shares, provided that any such sales are at prices above $52.00 per share and are made in a manner reasonably designed to minimize any negative impact on the subject offering or the public market for the Common Stock.]¹For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother, sister, father-in-law, mother-in-law, brother-in-law or sister-in-law of the undersigned.

The undersigned further agrees that, for the Lock-Up Period, the undersigned will not, without your prior written consent, make any demand for, or exercise any right with respect to, the registration of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities.

In addition, the undersigned hereby waives any and all preemptive rights, participation rights, resale rights, rights of first refusal and similar rights that the undersigned may have in connection with the transactions contemplated by the Purchase Agreement.

The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of shares of Common Stock.

*     *     *

* Mr. Byrd – 20,000 shares; Ms. Abell – 5,000 shares;

Mr. Barton – 2,500 shares; Mr. Breaux – 1,000 shares;

Mr. Shea – 5 ,000 shares; Mr. Brown — 8,000 shares;

Mr. Davis – 7,000 shares; and Ms. Burch – 3,000 shares.

¹ To be agreed on a case by case basis with individuals showing a need for liquidity.

This Lock-Up Agreement shall be binding on the undersigned and the successors, heirs and personal representatives of the undersigned. This Lock-Up Agreement shall lapse and become null and void if the Purchase Agreement is terminated prior to the completion of the issuance, sale and purchase of the Common Stock in accordance with the terms thereof.

Yours very truly,

Name: