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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): August 31, 1997
Regent Bancshares Corp.
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(Exact name of registrant as specified in its charter)
New Jersey 0-17753 23-2440805
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1430 Walnut Street, Philadelphia, Pennsylvania 19102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 546-6500
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On April 16, 1997, Regent National Bank (the "Bank") sold 1,120,000 shares
(the "Shares") of its common stock, par value $1.00 per share, (the "Bank Common
Stock") at $8.50 per share in a private placement to selected institutions and
other investors meeting certain suitability requirements through Keefe, Bruyette
& Woods, Inc. acting as the Bank's placement agent. The gross proceeds to the
Bank from the sale of the Shares were $9,520,000, total placement agent fees
were $340,400, and the net proceeds to the Bank, after payment of estimated
offering expenses of $100,000, were approximately $8,900,000.
The Bank Common Stock sold in the offering was mandatorily exchangeable for
common stock, par value $.10 per share, of the Registrant (the "Regent Common
Stock") at the rate of 1.41666 shares of Regent Common Stock for each share of
Bank Common Stock at the discretion of the Registrant at any time after (i) the
average of the closing bid price for Regent Common Stock equaled or exceeded $12
per share for 15 consecutive trading days and (ii) the resale of the Regent
Common Stock issuable in exchange for the Bank Common Stock had been registered
under the Securities Act of 1933, as amended.
On August 14, 1997, the Registrant's registration statement relating to
the resale of the 1,586,659 shares of Regent Common Stock issued in exchange for
the Shares was declared effective by the Securities and Exchange Commission.
Effective as of August 15, 1997, the Registrant, the Bank and each of the
holders of the Shares executed an agreement, the form of which is included as
Exhibit 99(1) to this Form 8-K Report and incorporated in this description by
reference, whereby each of such holders waived the condition precedent to the
exchange relating to the bid price of Regent Common Stock. On August 20, 1997,
the Registrant commenced the exchange of Regent Common Stock for the Shares,
which exchange was completed as of August 31, 1997. As a result, as of August
31, 1997 the Bank was the wholly owned subsidiary of the Registrant.
Exhibit 99(2) to this Form 8-K Report is the press release regarding the
completion of the exchange of stock, issued by Registrant on September 22, 1997.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
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(c) Exhibits:
99(1) 10(t) Form of Consent executed by the holders
of Bank Common Stock.
99(2) Press Release regarding the completion of the
exchange of stock, issued by Registrant on
September 22, 1997.
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SIGNATURE
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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.
REGENT BANCSHARES CORP.
By: /s/ Robert B. Goldstein
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Robert B. Goldstein, President
and Chief Executive Officer
Dated: September 22, 1997
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EXHIBIT INDEX
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Exhibit
Number Description
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99(1) 10(t) Form of Consent executed by the holders
of Bank Common Stock
99(2) Press Release regarding the completion of the
exchange of stock, issued by registrant on
September 22, 1997.
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[REGENT BANCSHARES LOGO]
REGENT BANCSHARES CORP
August 15, 1997
Dear Investor:
Each share of Common Stock of Regent National Bank (the "Bank") that you
purchased in April 1997 at $8.50 per share is exchangeable, at the option of
Regent Bancshares Corp ("Regent"), for 1.41666 shares of Common Stock of Regent
at any time after two conditions have been met: (1) the closing bid price of
Regent Common Stock has equaled or exceeded $12.00 per share for 15 consecutive
trading days and (2) the Regent Common Stock issuable upon the exchange has been
registered under the Securities Act of 1933.
Since July 29, 1997, the closing bid price of Regent Common Stock has been
$11.00 or better, and was $11.125 on August 13, 1997. Based on an $11.00 price,
the exchange rate would result in the issuance to you of Regent Common Stock
with a market value of slightly in excess of $15.50 per share and, since
Regent's registration statement became effective on August 14, 1997, your Regent
Common Stock is freely transferable provided a prospectus is delivered.
Since we believe it is in Regent's best interest that the Bank be wholly
owned once again by Regent and since the market for Regent Common Stock is
significantly more liquid than the market for Bank Common Stock, we request that
you agree, effective as of the first business day following Regent's receipt of
executed counterparts of this letter from the holders of at least 80% of the
Common Stock of the Bank sold in April 1997, to the immediate exchange of Regent
Common Stock for your Bank Common Stock. If you agree to the immediate exchange
of Regent Common Stock for Bank Common Stock and to the waiver of the condition
that the closing bid price of the Regent Common Stock shall have equaled or
exceeded $12.00 for 15 consecutive days, please so indicate by returning to me
by mail or by fax at (215) 546-5790, a copy of this letter signed by you where
indicated.
If you have any questions, please call me at (215) 546- 6500.
Sincerely,
/s/ Robert B. Goldstein
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Robert B. Goldstein,
President and Chief Executive Officer
The undersigned hereby agrees to the immediate exchange of Regent Common
Stock for Bank Common Stock and waives the condition to the exchange of Regent
Common Stock for Bank Common Stock relating to the market price of Regent Common
Stock.
August_, 1997
S.E. CORNER 15TH AND WALNUT STREETS o PHILADELPHIA, PA 19102 - (215) 546-6500 o
FAX NO. (215) 546-5790
MEMBER FEDERAL RESERVE
REGENT NEWS
Regent Bancshares Corp. o 1430 Walnut Street o Philadelphia. PA 19102
(215) 546-6500 o FAX (215) 546-5790
FOR IMMEDIATE RELEASE:
Contact: Joel E. Hyman
Chief Financial Officer & Treasurer
(215) 546-6500
Regent Bancshares Announces the Completion of
the Exchange of Regent Stock for Bank Stock
(Philadelphia, Pennsylvania, September 22, 1997) - Regent Bancshares Corp.
(Nasdaq: RBNK), announced the completion of the exchange of 1,586,631 shares of
Regent Bancshares common stock for 1,120,000 shares of Regent National Bank's
common stock issued in a private placement in April 1997. The Regent common
stock was mandatorily exchangeable for Bank common stock at the rate of 1.41666
shares of Regent common stock for each share of Bank common stock after (i) the
average of the closing bid price of Regent common stock equaled or exceeded $12
per share for 15 consecutive trading days and (ii) the resale of the Regent
common stock issuable in exchange had been registered under the Securities Act
of 1933, as amended. Following a prolonged period during which Regent's common
stock traded at $ll or above, Regent, Regent National Bank and the holders of
the Bank common stock entered into an agreement to waive the condition relating
to the bid price required for a mandatory exchange. All such waivers were
obtained and the shares were exchanged as of August 27, 1997. Total Regent
common stock and common stock equivalents outstanding at August 31,1997 were
3,424,848 and the market capitalization of Regent as of that date was
approximately $37.7 million.
