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):
June 9, 2010
The Savannah Bancorp,
Inc.
(Exact Name of Registrant as Specified in Charter)
Georgia
0-18560
58-1861820
(State
of
Incorporation)
(SEC File
No.)
(Tax ID
No.)
25 Bull Street, Savannah, GA
31401
(Address
of Principal Executive Offices, including Zip Code)
912-629-6486
(Registrant's
Telephone Number, including Area Code)
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry into a Material
Definitive Agreement
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On June
9, 2010, The Savannah Bancorp, Inc. (the “Company”) entered into an Underwriting
Agreement (the “Underwriting Agreement”) with FIG Partners LLC (the
“Underwriter”), providing for the offer and sale in a firm commitment offering
of 1,098,398 shares (“Firm Shares”) of common stock of the Company, par value
$1.00 per share (“Common Stock”), sold by the Company at a public offering price
of $9.50 per share ($9.025 per share, net of underwriting discounts, except with
respect to sales of 228,490 shares to be sold to certain of the Company’s
shareholders for $9.405 per share). In addition, pursuant to the
terms of the Underwriting Agreement, the Company granted to the Underwriter a
30-day option to purchase 164,759 additional shares of Common Stock (the “Option
Shares,” and collectively with the Firm Shares, the “Shares”) to cover
overallotments, if any. The Underwriter has exercised this overallotment option
in full. The Company has made certain customary representations,
warranties and covenants in the Underwriting Agreement concerning the Company
and the shelf registration statement on Form S-3 (Registration No. 333-163210),
which became effective with the Securities and Exchange Commission (the
“Commission”) on December 2, 2009, related to the offering of the
Shares (the “Registration Statement”). The Company also
has agreed to indemnify the Underwriter against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. The Shares
will be offered pursuant to the Registration Statement.
Pursuant
to General Instruction F to the Commission’s Form 8-K, a copy of the
Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on
Form 8-K, and the information in the Underwriting Agreement is incorporated into
this Item 1.01 by this reference. The foregoing description of the
Underwriting Agreement and the transactions contemplated thereby does not
purport to be complete and is qualified in its entirety by reference to Exhibit
1.1.
Item 9.01
Financial
Statements and Exhibits
The
following exhibits are filed with this Form 8-K pursuant to Item 601 of the
Commission’s Regulation S-K in lieu of filing the otherwise required
exhibits to the Registration Statement. This Form 8-K is incorporated by
reference into the Registration Statement and, as such, the Company is filing
the following exhibits to cause them to be incorporated by reference into the
Registration Statement as exhibits thereto. By filing this Form 8-K, and the
exhibits hereto, however, the Company does not believe that any of the
information set forth herein or the exhibits hereto represent, either
individually or in the aggregate, a “fundamental change” (as such term is used
in Item 512(a)(1)(ii) of the Commission’s Regulation S-K) in the
information set forth in, and incorporated by reference into, the Registration
Statement.
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Exhibit
No.
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Description of
Exhibit
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1.1
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Underwriting
Agreement, dated June 9, 2010, by and between the Company and FIG Partners
LLC.
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5.1
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Legality
Opinion of Alston & Bird LLP.
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99.1
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Other
Expenses of Issuance and Distribution (as required by Item 14 of Part II
of Form S-3).
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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.
June 15,
2010
THE SAVANNAH BANCORP,
INC.
By:
/s/ Michael W. Harden,
Jr.
Michael
W. Harden, Jr.
Chief
Financial Officer
Exhibit Index
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Exhibit
No.
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Description of
Exhibit
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1.1
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Underwriting
Agreement, dated June 9, 2010, by and between the Company and FIG Partners
LLC.
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5.1
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Legality
Opinion of Alston & Bird LLP.
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99.1
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Other
Expenses of Issuance and Distribution (as required by Item 14 of Part II
of Form S-3).
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