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| CBC > SEC Filings for CBC > Form 8-K on 27-Feb-2009 | All Recent SEC Filings |
27-Feb-2009
Other Events, Financial Statements and Exhibits
On February 27, 2009, Capitol Bancorp Ltd., a Michigan corporation (the "Company") and certain of its affiliates commenced a secondary direct offering of the Trust Preferred Securities (the "Trust Preferred Securities") issued by Capitol Trust XII, a Delaware statutory trust (the "Trust"). The Company is offering a warrant to purchase one share of the Company's common stock, no par value per share (the "Common Stock") for every one (1) share of the Trust Preferred Securities purchased by investors (the "Warrants"). The sale of the Trust Preferred Securities and the Warrants are being made pursuant to Subscription Agreements (the "Subscription Agreements"), with each of the investors pursuant to which the investors would agree to purchase the Trust Preferred Securities at a purchase price of $10.00 for each share of the Trust Preferred Securities purchased. In the aggregate, the Company and/or its affiliates would sell up to 2,000,000 shares of the Trust Preferred Securities and warrants to purchase up to 2,000,000 shares of Common Stock (the "Warrants") pursuant to the terms of the related Subscription Agreements. The Warrants to be issued to each investor would generally be exercisable beginning six months after the date of issuance, for a period of five years from the date of issuance, and would carry an exercise price of $10.00 per share. The Company anticipates raising gross proceeds of $20.0 million.
The Trust Preferred Securities, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants are being offered and sold pursuant to a Shelf Registration Statement on Form S-3 (File Nos. 333-151111 and 333-151111-04) filed by the Company and the Trust with the Securities and Exchange Commission and a Registration Statement on Form S-3 (File No. 333-153121) filed by the Company in connection with the resale of the Trust Preferred Securities by the Company's affiliates together with the related prospective supplement.
The foregoing is only a brief description of the material terms of the Warrants and the Subscription Agreements, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the form of Warrant and the form of Subscription Agreement, respectively, that are filed as Exhibits 4(b) and 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
(d) Exhibits
Exhibit No. Description
4(b) Form of Registered Warrant to Purchase Common Stock
99.1 Form of Subscription Agreement
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