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
July 17, 2018
(Date of earliest event reported)
Atlantic Capital Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Georgia | 001-37615 | 20-5728270 |
(State or Other Jurisdiction | (Commission File | (I.R.S. Employer |
of Incorporation) | Number) | Identification No.) |
945 East Paces Ferry Rd. NE, Suite 1600
Atlanta, Georgia 30326
(Address of principal executive offices)
(Zip Code)
(404) 995-6050
(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:
¨ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ý
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 17, 2018, Adam D. Compton notified Atlantic Capital Bancshares, Inc. (the “Company”) that he was resigning from the Board of Directors of the Company effective upon the Board of Directors’ acceptance of his resignation. Mr. Compton’s decision to resign was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Mr. Compton was elected to the Board of Directors of the Company at the 2018 Annual Meeting of Shareholders after being designated as a nominee in accordance with that certain Stock Purchase Agreement, dated February 25, 2013 (the “Agreement”), by and between Ulysses Partners, L.P. (“Ulysses”) and First Security Group, Inc. (“FSG”), to which the Company succeeded in connection with the 2015 merger between the Company and FSG. Following the recent disposition by Ulysses of substantially all of the shares of common stock of the Company that it previously held, the Board of Directors requested that Ulysses cause Mr. Compton to resign, pursuant to the terms and conditions of the Agreement.
The Board of Directors accepted Mr. Compton’s resignation on July 19, 2018, and the Company has reduced the size of the Board of Directors to eliminate the vacancy created by Mr. Compton’s resignation.
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 hereunto duly authorized.
ATLANTIC CAPITAL BANCSHARES, INC.
Dated: July 23, 2018
By: /s/ Patrick T. Oakes
Name: Patrick T. Oakes
Title: Executive Vice President and
Chief Financial Officer