Attached files
file | filename |
---|---|
EX-99.1 - REGISTRANT'S PRESS RELEASE - TAYLOR CAPITAL GROUP INC | dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
to
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 13, 2010
Taylor Capital Group, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 0-50034 | 36-4108550 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
9550 West Higgins Road, Rosemont, Illinois | 60018 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (847) 653-7978
(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 (see General Instruction A.2. below):
¨ | 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)) |
Taylor Capital Group, Inc. (the Registrant) is filing this amendment to its Current Report on Form 8-K, originally filed on May 21, 2010 (the Original Form 8-K), to include Item 5.07 and the disclosure required thereby. No other changes have been made to the Original Form 8-K.
Item 3.02 | Unregistered Sales of Equity Securities. |
On May 13, 2010, Taylor Capital Group, Inc. (the Registrant) issued a press release (the Press Release) announcing the results of the Registrants 2010 annual meeting of its stockholders (the Annual Meeting) and the preliminary results of its offer to exchange 3 shares of its common stock, par value $0.01 per share (the Common Stock), for each outstanding share of its 8% Non-Cumulative Convertible Perpetual Preferred Stock, Series A (the Series A Preferred), on the terms and subject to the conditions described in the Offer to Exchange, filed with the Securities and Exchange Commission (the Commission) on April 13, 2010, as amended and supplemented by Amendment No. 1 thereto filed with the Commission on April 22, 2010 (as amended and supplemented, the Offer to Exchange), and in the related Letter of Transmittal (together with the Offer to Exchange, the Exchange Offer). The Exchange Offer expired at 4:00 p.m., Chicago time, on May 12, 2010. The final results of the Exchange Offer were unchanged from those reported in the Press Release.
On May 13, 2010, the Registrant also completed the settlement of the Exchange Offer. In the aggregate, the Registrant issued 7,200,000 shares of Common Stock (approximately 39.4% of the Registrants outstanding Common Stock, based on the number of shares outstanding as of May 13, 2010) in exchange for 2,400,000 shares of Series A Preferred. All outstanding shares of Series A Preferred were validly tendered, not withdrawn and exchanged upon the terms and subject to the conditions set forth in the Exchange Offer. All such shares of Series A Preferred received in the Exchange Offer were retired upon receipt. As such, after settlement of the Exchange Offer, no shares of Series A Preferred remained outstanding.
The Common Stock was issued upon exchange of the Series A Preferred Stock in reliance upon the exemption from registration set forth in Section 3(a)(9) of the Securities Act of 1933, as amended, for any security exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.
A copy of the Press Release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The information set forth in Item 8.01 below regarding the Registrants Annual Meeting of Stockholders, held on May 13, 2010, is incorporated by reference herein. The following table sets forth the voting results of the Annual Meeting:
Votes For | Votes Withheld |
Votes Against |
Abstentions | Broker Non-Votes | ||||||
Election of Directors: |
||||||||||
Bruce W. Taylor |
12,135,825 | 29,963 | | | 1,622,514 | |||||
Mark A. Hoppe |
12,139,361 | 26,427 | | | 1,622,514 | |||||
Ronald L. Bliwas |
12,142,450 | 23,338 | | | 1,622,514 | |||||
C. Bryan Daniels |
12,142,825 | 22,963 | | | 1,622,514 | |||||
Ronald D. Emanuel |
12,141,450 | 24,338 | | | 1,622,514 | |||||
M. Hill Hammock |
12,141,310 | 24,478 | | | 1,622,514 | |||||
Michael H. Moskow |
12,142,825 | 22,963 | | | 1,622,514 | |||||
Louise OSullivan |
12,142,310 | 23,478 | | | 1,622,514 | |||||
Melvin E. Pearl |
12,140,935 | 24,853 | | | 1,622,514 | |||||
Shepherd G. Pryor, IV |
12,132,601 | 33,187 | | | 1,622,514 | |||||
Harrison I. Steans |
12,132,601 | 33,187 | | | 1,622,514 | |||||
Jennifer W. Steans |
12,142,825 | 23,338 | | | 1,622,514 | |||||
Jeffrey W. Taylor |
12,137,598 | 28,190 | | | 1,622,514 | |||||
Richard W. Tinberg |
12,141,725 | 24,063 | | | 1,622,514 | |||||
To approve an amendment to the definition of Mandatory Conversion Event in Article FOURTH, paragraph (c)(3) of the Registrants Third Amended and Restated Certificate of Incorporation |
12,140,174 | | 21,182 | 4,432 | 1,622,514 | |||||
To approve an amendment to Article FIFTH of the Registrants Third Amended and Restated Certificate of Incorporation to re-establish and extend the term of the executive committee |
11,378,769 | | 782,887 | 4,132 | 1,622,514 | |||||
To approve the issuance of shares of common stock to, and participation of, certain of the directors and officers in an exchange offer for all shares of the Registrants 8% Non-Cumulative Convertible Perpetual Preferred Stock, Series A |
12,140,916 | | 21,319 | 3,553 | 1,622,514 | |||||
To approve the compensation of executive officers as described in the proxy statement for the Annual Meeting (non-binding) |
13,699,092 | | 83,395 | 5,815 | |
Item 8.01 | Other Events. |
The Registrant also announced in the Press Release that the stockholders of the Registrant at the Annual Meeting on May 13, 2010 approved (a) the participation of, and the issuance of shares of Common Stock to, certain of the Registrants directors and officers in the
Exchange Offer, (b) an amendment of the Registrants Third Amended and Restated Certificate of Incorporation (the Charter) to re-establish the Registrants executive committee, and (c) the re-election of all of the member of the Registrants board of directors. In addition, the stockholders of the Registrant approved an amendment to the Charter providing that any outstanding share of Series A Preferred shall automatically convert into 2.5 shares of Common Stock. As a result of the consummation of the Exchange Offer, no shares of Series A Preferred are outstanding.
On May 13, 2010, following the Annual Meeting, the Registrant filed an amendment to the Third Amended and Restated Certificate with the Delaware Secretary of State.
A copy of the Press Release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
99.1 Registrants Press Release dated May 13, 2010.
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.
TAYLOR CAPITAL GROUP, INC. | ||
By: | /s/ STEVEN H. SHAPIRO | |
Steven H. Shapiro | ||
General Counsel and Corporate Secretary |
Dated: May 21, 2010
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Registrants Press Release dated May 13, 2010. |