Attached files
| file | filename |
|---|---|
| EX-3.1 - CASCADE BANCORP | v209561_ex3-1.htm |
| EX-10.1 - CASCADE BANCORP | v209561_ex10-1.htm |
| EX-99.1 - CASCADE BANCORP | v209561_ex99-1.htm |
| EX-10.3 - CASCADE BANCORP | v209561_ex10-3.htm |
| EX-10.2 - CASCADE BANCORP | v209561_ex10-2.htm |
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): January 28,
2011
CASCADE
BANCORP
(Exact
name of registrant as specified in its charter)
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Oregon
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0-23322
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93-1034484
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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incorporation
or organization)
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1100
NW Wall Street
Bend,
Oregon 97701
(Address
of principal executive offices)
(Zip
Code)
(541)
385-6205
(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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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 Entry into a Material Definitive Agreement.
Indemnification Agreements
On January 28, 2011, Cascade Bancorp
(the “Company”) and its wholly owned subsidiary, Bank of the Cascades (the
“Bank”), each entered into Indemnification Agreements with each of its
directors. Under the Indemnification Agreement, if a director was or
is made a party, or is threatened to be made a party, to or is otherwise
involved (including, without limitation, as a witness) in any Proceeding (as
defined below), the Company or the Bank, as applicable, will hold harmless and
indemnify the director from and against any and all losses, claims, damages,
liabilities or expenses (including attorneys’ fees, judgments, fines, taxes or
penalties, amounts paid in settlement and other expenses incurred in connection
with such Proceeding) (collectively, “Damages”) to the full extent permitted by
law. “Proceeding” shall mean any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal, in which the director is, was or
becomes involved by reason of the fact that the director is or was a director,
officer, employee and/or agent of the Company or the Bank, as applicable, or
that, being or having been such a director, officer, employee and/or agent, the
director is or was serving at the Company’s or the Bank’s, as applicable,
request as a director, officer, partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, including service with respect to an employee
benefit plan, whether the basis of such proceeding is alleged action (or
inaction) by the director in an official capacity as a director, officer,
partner, trustee, employee or agent or in any other capacity while serving as a
director, officer, partner, trustee, employee or agent; provided, however, that,
except with respect to an action to enforce the provisions of the
Indemnification Agreement, “Proceeding” shall not include any action, suit or
proceeding instituted by or at the direction of the director unless such action,
suit or proceeding is or was authorized by the Company’s Board of
Directors. The foregoing summary of the Indemnification Agreements
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Company’s Indemnification Agreement and the Bank’s
Indemnification Agreement, copies of which are filed as Exhibits 10.1 and 10.2,
respectively, to this Current Report on Form 8-K and incorporated herein by
reference.
Registration Rights
Agreements
On January 28, 2011, the Company
entered into a Registration Rights Agreement (the “Registration Rights
Agreement”) with David F. Bolger (“Mr. Bolger”), affiliates of Lightyear Capital
LLC (“Lightyear”), private equity funds affiliated with Leonard Green &
Partners, L.P. (“Leonard Green”), an affiliate of WL Ross & Co. LLC (“WL
Ross”), Weichert Enterprise LLC, Keefe Ventures Fund LP, Alden Global Value
Recovery Master Fund, L.P. and Cougar Trading, LLC (collectively “the
Investors”), in connection with the closing of the transactions contemplated by
the Securities Purchase Agreements (the “Securities Purchase Agreements”), dated
as of November 16, 2010, among the Company and the Investors. Under
the Registration Rights Agreement, the Company is required to use its reasonable
best efforts to promptly file with, and cause to be declared effective by, the
Securities and Exchange Commission (the “SEC”), not later than 30 days after the
date thereof, a shelf registration statement providing for the resale by the
Investors of the shares of common stock of the Company (“Common Stock”) issued
by the Company to the Investors in connection with closing of the transactions
under the Securities Purchase Agreements. The Registration Rights Agreement also
provides the Investors with customary piggyback registration rights. The
foregoing summary of the Registration Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Registration Rights Agreement, a copy of which is filed as Exhibit 10.3 to this
Current Report on Form 8-K and incorporated herein by
reference.
Item
2.02 Results of Operations
and Financial Condition.
On January 28, 2011, the Company issued
a press release announcing its results of operations for the full year and
fourth quarter of 2010. The press release is included with this Form
8-K as Exhibit 99.1.
Item 3.02 Unregistered
Sales of Equity Securities.
On January 28, 2011, the Company sold
44,193,750 shares of Common Stock at a price of $4.00 per share, for total gross
proceeds of $176,775,000. The shares were sold to the Investors
subject to the Securities Purchase Agreements, the terms of which were disclosed
pursuant to a Form 8-K filed on November 19, 2010.
The shares of Common Stock sold
pursuant to the Securities Purchase Agreements were sold pursuant to the
exemption from registration afforded by Section 4(2) of the Securities Act of
1933 and Regulation D promulgated thereunder.
Item
5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(d) As a condition of the
closing of the sale of Common Stock described in Item 3.02 above, each of
Lightyear, Leonard Green and WL Ross were entitled to have one person nominated
by them elected to the Board of Directors of the Company and the
Bank. Accordingly, on January 28, 2011, upon the closing of the
transaction described in Item 3.02, Chris Casciato, a Managing Director of
Lightyear, Michael Connolly, a Partner of Leonard Green, and James B. Lockhart
III, Vice Chairman of WL Ross, were elected to the Board of Directors of each of
the Company and the Bank. Each of these individuals will be a member
of the Nominating and Governance Committee of each of the Company and the Bank,
and James B. Lockhart III will also be a member of the Compensation Committee of
each of the Company and the Bank. Other than with respect to the
purchase of Common Stock described in item 3.02, none of the recently elected
directors had a direct or indirect interest in any transaction with the Company
that would be required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
Item
5.03 Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
On January 28, 2011, the Company
amended its bylaws to increase the number of authorized directors from nine (9)
to eleven (11). A copy of the amendment is filed as Exhibit 3.1 to
this Current Report on Form 8-K and incorporated herein by
reference.
Item
9.01 Financial Statements
and Exhibits.
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(a)
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Financial
Statements of Business Acquired
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Not
applicable.
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(b)
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Pro
Forma Financial Information
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Not
applicable.
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(c)
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Shell
Company Transactions
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Not
applicable.
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(d)
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Exhibits
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3.1 Amendment
to the Amended and Restated Bylaws of Cascade Bancorp
10.1
Form of
Indemnification Agreement by and between Cascade Bancorp and certain of its
directors
10.2 Form of
Indemnification Agreement by and between Bank of the Cascades and certain
of its directors
10.3 Registration
Rights Agreement, dated as of January 28, 2011, by and among Cascade Bancorp and
the Investors party thereto
99.1 Press
Release dated January 28, 2011 announcing the closing of the sale of the Common
Stock and the results of operations for the year and quarter ended December 31,
2010.
SIGNATURE
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, thereto duly
authorized.
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CASCADE
BANCORP
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By:
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/s/ Patricia L. Moss
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Patricia
L. Moss
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President
& CEO
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Date:
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January 31, 2011
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