0001193125-13-219156.txt : 20130514 0001193125-13-219156.hdr.sgml : 20130514 20130514142846 ACCESSION NUMBER: 0001193125-13-219156 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130514 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130514 DATE AS OF CHANGE: 20130514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TriState Capital Holdings, Inc. CENTRAL INDEX KEY: 0001380846 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35913 FILM NUMBER: 13840856 BUSINESS ADDRESS: STREET 1: ONE OXFORD CENTRE STREET 2: 301 GRANT STREET, SUITE 2700 CITY: PITTSBURGH STATE: pa ZIP: 15219 BUSINESS PHONE: (412) 304-0304 MAIL ADDRESS: STREET 1: ONE OXFORD CENTRE STREET 2: 301 GRANT STREET, SUITE 2700 CITY: PITTSBURGH STATE: pa ZIP: 15219 FORMER COMPANY: FORMER CONFORMED NAME: TriState Capital Holdings Inc DATE OF NAME CHANGE: 20100617 FORMER COMPANY: FORMER CONFORMED NAME: Tristate CapitalHoldings Inc DATE OF NAME CHANGE: 20061113 8-K 1 d539171d8k.htm FORM 8-K Form 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 Exchange Act of 1934

Date of report (Date of earliest event reported):

May 14, 2013

 

 

TRISTATE CAPITAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   001-35913   20-4929029

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

301 Grant Street, Suite 2700

Pittsburgh, Pennsylvania 15219

(Address of principal executive offices) (Zip Code)

(412) 304-0304

(Registrant’s telephone number, including area code)

N/A

(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))

 

 

 

ITEM 8.01 OTHER EVENTS

On May 14, 2013, TriState Capital Holdings, Inc., a Pennsylvania corporation (the “Company”), issued a press release announcing the closing of its previously announced initial public offering of its capital stock (the “Offering”), including the exercise and simultaneous closing of the over-allotment option granted to the underwriters by the Company. A copy of the May 14, 2013 press release is included as Exhibit 99.1 hereto.

The information in this section, including the information contained in the press release included as Exhibit 99.1 hereto, is being furnished pursuant to this Item 8.01 and shall not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. In addition, this information shall not be deemed to be incorporated by reference into any of the Registrant’s filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

  (d) Exhibits.

 

Exhibit
No.

   

Description

99.1    Press Release dated May 14, 2013 announcing the consummation of the Offering.

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.

 

    TRISTATE CAPITAL HOLDINGS, INC.
Date: May 14, 2013     By:  

/s/ James F. Getz

    Name:   James F. Getz
    Title:   Chairman, President and Chief Executive Officer

EXHIBIT INDEX

 

Exhibit
No.

   

Description

99.1    Press Release dated May 14, 2013 announcing the consummation of the Offering.
 EX-99.1 2 d539171dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

TRISTATE CAPITAL HOLDINGS, INC., ANNOUNCES EXERCISE OF OVER-ALLOTMENT OPTION AND

CLOSING OF INITIAL PUBLIC OFFERING

PITTSBURGH — May 14, 2013 — TriState Capital Holdings, Inc. (“TriState Capital”), the holding company for TriState Capital Bank, today announced the closing of its initial public offering of 5,700,000 shares of common stock, including 5,500,000 primary shares of common stock.

The company also announced that the underwriters of its initial public offering exercised their full option to purchase an additional 855,000 shares of common stock from TriState Capital at a price of $11.50 per share, less applicable underwriting discounts. This sale of shares of common stock pursuant to the over-allotment option also closed today.

Collectively, a total of 6,555,000 shares of TriState Capital common stock were publicly offered and sold in the offering at a price of $11.50 per share, less applicable underwriting discounts.

The common stock, listed on the NASDAQ Global Select Market, began trading on May 9, 2013, under the symbol “TSC.” A registration statement relating to these securities has been filed with the Securities and Exchange Commission and was declared effective by the SEC on May 8, 2013.

Stephens Inc., Keefe, Bruyette & Woods, A Stifel Company, and Baird are serving as joint bookrunning managers, and Macquarie Capital is serving as co-manager for the offering. The offering will be made only by means of a prospectus. Copies may be obtained from Stephens Inc., Attention: Prospectus Department, 111 Center Street, Little Rock, AR 72201, by telephone at 1-501-377-2130 or by email at prospectus@stephens.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, 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 TRISTATE CAPITAL:

TriState Capital Holdings, Inc., is the registered bank holding company for TriState Capital Bank, a commercial bank serving middle-market businesses, professionals and high-net-worth individuals. Headquartered in Pittsburgh, Pa., TriState Capital has representative offices in Philadelphia, Cleveland, Princeton, N.J., and New York City, and serves private banking clients nationwide. Established in 2007, TriState Capital had assets of approximately $2.1 billion as of March 31, 2013. For more information, please visit www.tristatecapitalbank.com.

FORWARD LOOKING STATEMENTS:

This press release includes “forward-looking” statements related to TriState Capital that can generally be identified as describing TriState Capital’s future plans, objectives or goals. Such forward-looking statements are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those currently anticipated. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For further information about the factors that could affect TriState Capital’s future results, please see prospectus filed as part of a Registration Statement on Form S-1.

MEDIA CONTACTS:

Jack Horner

267-932-8760, ext. 302

412-600-2295 (mobile)

jack@hornercom.com

Mike Gross

267-932-8760, ext. 310

856-628-6169 (mobile)

mike@hornercom.com