8-K

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 and Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2009

TEXAS CAPITAL BANCSHARES, INC.

(Name of Registrant)

Delaware
(State or other jurisdiction of
incorporation or organization) 000-30533
(Commission
File Number) 75-2679109
(I.R.S. Employer
Identification Number)

2000 McKinney Avenue, Suite 700, Dallas, Texas, U.S.A.
(Address of principal executive officers)

75201
(Zip Code)

214-932-6600
(Registrant’s telephone number,
including area code)

N/A
(Former address of principal executive offices)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

     On May 4, 2009, Texas Capital Bancshares, Inc. issued a press release announcing that it has commenced a public offering of 3.5 million shares of its common stock for sale to the public. The shares will be issued pursuant to a prospectus supplement filed as part of an existing shelf registration statement filed with the Securities and Exchange Commission on Form S-3.

     A copy of the press release is included as exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

99.1 Press Release, dated May 4, 2009, of Texas Capital Bancshares, Inc., announcing the public offering of shares

SIGNATURE

     Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 4, 2009	TEXAS CAPITAL BANCSHARES, INC.
	By:	/s/ Peter B. Bartholow
		Peter B. Bartholow
		Chief Financial Officer

EXHIBIT INDEX

Exhibit		Description
	99.1	Press Release, dated May 4, 2009, of Texas Capital Bancshares, Inc., announcing the public offering of shares

EX-99.1

Exhibit 99.1

For immediate release
May 4, 2009

INVESTOR CONTACT
Myrna Vance, 214.932.6646
myrna.vance@texascapitalbank.com

Texas Capital Bancshares Announces Offering of 3.5 Million Shares of Common Stock

DALLAS, May 4, 2009 —Texas Capital Bancshares, Inc. (NASDAQ: TCBI) announced today that it has commenced a public offering of 3.5 million shares of its common stock.

Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC will serve as sole underwriter for this offering. The underwriter will have a 30-day option to purchase up to an additional 15 percent of the offered amount of common stock from Texas Capital to cover over-allotments, if any.

The net proceeds of the offering will be used for general corporate purposes and to increase Texas Capital’s strong base of tangible common equity.

After completion of an evaluation of Texas Capital’s capital position and discussions with our primary regulators, we have stated our intention to redeem all of the shares of our Series A Preferred Stock issued to the U.S. Treasury Department pursuant to the TARP Capital Purchase Program. The proposed redemption will be made with available cash resources at Texas Capital. In addition, we may purchase the warrant issued to the Treasury as part of the TARP Capital Purchase Program. There can be no assurance of when the Series A Preferred Stock can be redeemed or if the related warrant will be repurchased in connection with the redemption.

“With the consummation of this offering, we will be well positioned to continue to follow our quality growth strategy and to redeem the Capital Purchase Program funds when permitted by the regulators,” said George Jones, CEO. “We have a strong capital base and the potential to take advantage of attractive opportunities within the Texas market.”

Texas Capital has filed a registration statement (including a prospectus) with the SEC for the offering. Prospective investors should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents that Texas Capital has filed with the SEC for more complete information about Texas Capital and the offering. Investors may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Texas Capital, the underwriter or any dealer participating in the offering will arrange to send investors the prospectus if requested by contacting Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC, at 1-212-687-1105.

This news release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

ABOUT TEXAS CAPITAL BANCSHARES, INC.

Texas Capital Bancshares, Inc. (NASDAQ:TCBI) is the parent company of Texas Capital Bank, a commercial bank that delivers highly personalized financial services to businesses and private clients. Headquartered in Dallas, the Bank has full-service locations in Austin, Dallas, Fort Worth, Houston and San Antonio.

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This news release may be deemed to include forward-looking statements, such as statements that relate to the common stock offering and whether or not Texas Capital will consummate the offering. Forward-looking statements are Texas Capital’s current estimates or expectations of future events or future results. A number of factors, many of which are beyond Texas Capital’s control, could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. These risks and uncertainties include the risk of adverse impacts from general economic conditions, competition, interest rate sensitivity and exposure to regulatory and legislative changes. These and other factors that could cause results to differ materially from those described in the forward-looking statements can be found in the prospectus relating to the offering and the Annual Report on Form 10-K and other filings made by Texas Capital with the Securities and Exchange Commission (SEC).

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