Attached files
| file | filename |
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| EX-31.1 - EX-31.1 - Green Bancorp, Inc. | gnbc-20141231ex31159616b.htm |
| EX-31.2 - EX-31.2 - Green Bancorp, Inc. | gnbc-20141231ex312f3636c.htm |
| EX-23.1 - EX-23.1 - Green Bancorp, Inc. | gnbc-20141231ex23112ddf7.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-36580
Green Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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TEXAS (State or other jurisdiction of incorporation or organization) |
42-1631980 (I.R.S. Employer Identification No.) |
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4000 Greenbriar Houston, Texas (Address of principal executive offices) |
77098 (Zip Code) |
Registrant’s telephone number, including area code: (713) 275 – 8220
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class Common Stock, par value $0.01 per share |
Name of Each Exchange on which Registered NASDAQ Stock Market, Inc., Global Select Market System |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act. Yes ☐No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ |
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Accelerated filer ☐ |
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Non-accelerated filer ☒ |
(Do not check if a smaller reporting company) |
Smaller reporting company ☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒
The Registrant was not a reporting company as of the end of its last completed second fiscal quarter. The aggregate market value of the shares of common stock held by non-affiliates based on the closing price of the common stock on the NASDAQ Global Market on August 8, 2014 (the first day the shares of common stock were publicly traded) was approximately $439.1 million.
As of March 26, 2015, there were 26,176,118 outstanding shares of the registrant’s Common Stock, par value $0.01 per share.
Documents Incorporated by Reference:
Portions of the Company’s Proxy Statement relating to the 2015 Annual Meeting of Shareholders, which will be filed within 120 days after December 31, 2014, are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) amends Green Bancorp’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2014 originally filed on March 31, 2015 (“Original Filing”). This Amendment No. 1 is being filed for the sole purpose of including Exhibit 23.1, the Consent of Independent Registered Public Accounting Firm, which was inadvertently omitted from the Original Filing due to administrative error.
Except as expressly noted herein, this Amendment No. 1 does not modify or update in any way disclosures made in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Annual Report in the Original Filing. This Amendment No. 1 does not reflect events that may have occurred subsequent to the Original Filing.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certification have been omitted.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Green Bancorp, Inc. |
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Date: March 31, 2015 |
/s/ Manuel J. Mehos |
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Manuel J. Mehos |
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Chairman and Chief Executive Officer |
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Date: March 31, 2015 |
/s/ John P. Durie |
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John P. Durie |
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Executive Vice President and Chief Financial Officer |
INDEX TO EXHIBITS
The following exhibits are filed as Exhibits hereto:
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Exhibit |
Description of Exhibit |
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2.1 |
Merger Agreement, dated June 28, 2006, by and between Redstone Bank, National Association and Green Bancorp, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982))† |
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2.2 |
Purchase and Assumption Agreement, dated March 14, 2010, by and between OneWest Bank and Green Bank, N.A. (incorporated herein by reference to Exhibit 2.2 to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982))† |
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2.3 |
Purchase and Assumption Agreement, dated June 17, 2011, by and between Main Street Bank and Green Bank, N.A. (incorporated herein by reference to Exhibit 2.3 to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982))† |
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2.4 |
Merger Agreement, dated March 14, 2012, by and among Opportunity Merger Sub Corp., Opportunity Bancshares, Inc. and Green Bancorp. Inc. (incorporated herein by reference to Exhibit 2.4 to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982))† |
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2.5 |
Agreement and Plan of Merger, dated May 5, 2014, by and among SP Bancorp, Inc., Searchlight Merger Sub Corp. and Green Bancorp, Inc. (incorporated herein by reference to Exhibit 2.5 to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982))† |
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3.1 |
Form of Amended and Restated Certificate of Formation of Green Bancorp, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982)) |
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3.2 |
Form of Amended and Restated Bylaws of Green Bancorp, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982)) |
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4.1 |
Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982)) |
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10.1a |
Executive Employment Agreement, dated April 9, 2010, among Green Bancorp, Inc., Green Bank, N.A. and Manuel J. Mehos (incorporated herein by reference to Exhibit 10.1a to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982)) |
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10.1b |
Executive Employment Agreement, dated April 9, 2010, among Green Bancorp, Inc., Green Bank, N.A. and John P. Durie (incorporated herein by reference to Exhibit 10.1b to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982)) |
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10.1c |
Executive Employment Agreement, dated April 9, 2010, among Green Bancorp, Inc., Green Bank, N.A. and Geoffrey D. Greenwade (incorporated herein by reference to Exhibit 10.1c to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982)) |
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10.2a |
Redstone Bank, N.A. 2004 Stock Option Plan (including form of option agreement) (incorporated herein by reference to Exhibit 10.2a to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982)) |
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10.2b |
Green Bancorp, Inc. 2006 Stock Option Plan (including form of option agreement) (incorporated herein by reference to Exhibit 10.2b to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982)) |
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10.2c |
Green Bancorp, Inc. 2010 Stock Option Plan, as amended (including form of option agreement) (incorporated herein by reference to Exhibit 10.2c to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982)) |
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10.2d |
Green Bancorp, Inc. Stock Appreciation Rights Plan (including form of award) (incorporated herein by reference to Exhibit 10.2d to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982)) |
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10.2e |
Green Bancorp, Inc. 2013 Executive Incentive Program (incorporated herein by reference to Exhibit 10.2e to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982)) |
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10.2f |
Green Bancorp, Inc. 2014 Executive Incentive Program (incorporated herein by reference to Exhibit 10.2f to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982)) |
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10.2g |
Green Bancorp, Inc. 2014 Omnibus Incentive Plan (including form of award) (incorporated herein by reference to Exhibit 10.2g to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982)) |
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10.3 |
Form of Director and Executive Officer Indemnification Agreement (incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982)) |
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10.4 |
Registration Rights Agreement, dated June 30, 2010, by and among Green Bancorp, Inc. and the shareholders named therein (incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982)) |
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10.5 |
Form of Director Nomination Agreement (incorporated herein by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982)) |
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10.6 |
Voting Agreement, dated December 31, 2006, among Green Bancorp, Inc., David C. Shindeldecker and the shareholders named therein (incorporated herein by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982)) |
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10.7 |
Green Bancorp, Inc. Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (Registration No. 33-196982)) |
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21.1# |
Subsidiaries of Green Bancorp, Inc. (incorporated by reference to Form 10-K filed March 31, 2015) |
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23.1* |
Consent of Deloitte & Touche LLP |
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31.1* |
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended |
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31.2* |
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended |
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32.1# |
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 202 (incorporated by reference to Exhibit 32.1 to Form 10-K filed March 31, 2015) |
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32.2# |
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 202 (incorporated by reference to Exhibit 32.2 to Form 10-K filed March 31, 2015) |
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101# |
Interactive Financial Data |
*Filed with this Annual Report on Form 10-K/A
†The schedules and/or exhibits to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of
Regulation S‑K. The registrant will furnish copies of such schedules and/or exhibits to the SEC upon request.
#Previously filed or furnished, as applicable, as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2015.
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