Form 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): December 30, 2005

 

 

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 1.01 Entry into a Material Definitive Agreement

 

On December 30, 2005, the Registrant announced that its Board of Directors approved the accelerated vesting of all outstanding unvested stock options granted to employees, officers and directors on or before December 30, 2005 under its stock option plans. A copy of the press release dated December 30, 2005, is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

 

On January 4, 2006, the Registrant announced that its December 30, 2005 press release incorrectly stated the number of options which became exercisable upon acceleration. Options to purchase approximately 825,000 shares became exercisable immediately due to the acceleration, as opposed to the 1,050,000 shares disclosed in the December 30, 2005 press release. A copy of the press release dated January 4, 2006, is attached as Exhibit 99.2 to this report and is incorporated herein by reference.

 

The following table sets forth the grant dates, the number of options accelerated and the exercise prices of each accelerated option held by named executive officers of the Registrant:

 

Name

   

Position

    Grant Date
   

Number of

Accelerated

Options

Daryl G. Byrd

    President and Chief Executive Officer    7/12/1999
4/17/2000
5/8/2001
1/11/2002
3/19/2003
3/16/2004
3/21/2005		    14,999
15,624
5,000
11,000
18,750
35,000
35,000

Michael J. Brown

    Senior Executive Vice President    12/16/1999
4/17/2000
5/8/2001
1/11/2002
3/19/2003
4/29/2004
3/21/2005		    6,250
1,786
2,750
6,500
10,875
17,143
13,871

John R. Davis

    Senior Executive Vice President    12/23/1999
4/17/2000
5/8/2001
1/11/2002
3/19/2003
4/29/2004
3/21/2005		    6,250
1,786
2,750
6,500
10,875
17,143
13,871

Michael A. Naquin

    Senior Executive Vice President    3/29/2004
3/21/2005		    35,000
13,871

Name

   

Position

    Grant Date
    Number of
Accelerated
Options

George J. Becker III

    Executive Vice President & Secretary    12/31/1999
4/17/2000
5/8/2001
1/11/2002
3/19/2003
4/29/2004
3/21/2005		    12,500
893
1,125
3,500
9,750
14,464
7,361

Marilyn W. Burch

    Executive Vice President    10/25/1999
3/19/2003
4/17/2000
3/19/2003
5/8/2001
1/11/2002
4/29/2004
3/21/2005		    625
1,906
893
4,094
1,000
6,000
12,858
6,520

 

Each of the named executive officers and other employees and directors holding an accelerated option will execute an acknowledgment of the acceleration, the form of which is attached to this report as Exhibit 10.1.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit 10.1    Form of Acknowledgment.
Exhibit 99.1    Press release dated December 30, 2005 announcing the acceleration of unvested stock options granted by the Registrant.
Exhibit 99.2    Press release dated January 4, 2006 announcing a correction to the December 30, 2005 press release.

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: January 6, 2006    By:  

/s/ Daryl G. Byrd

         Daryl G. Byrd
         President and Chief Executive Officer

EXHIBIT INDEX

 

Exhibit
Number

     

10.1

    Form of Acknowledgment.

99.1

    Press Release dated December 30, 2005 announcing the acceleration of unvested stock options issued by the Registrant.

99.2

    Press Release dated January 4, 2006 announcing a correction to the December 30, 2005 Press Release.