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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/21/14 Triumph Bancorp, Inc. S-8 11/21/14 4:62K RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration of Securities to be Offered to HTML 50K
Employees Pursuant to an Employee
Benefit Plan
2: EX-5.1 Opinion re: Legality HTML 10K
3: EX-23.1 Consent of Experts or Counsel HTML 5K
4: EX-23.2 Consent of Experts or Counsel HTML 5K
| FORM S-8 |
As filed with the Securities and Exchange Commission on November 21, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Triumph Bancorp, Inc.
(Exact name of registrant as specified in its charter)
| Texas | 20-0477066 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
12700 Park Central Drive, Suite 1700
(214) 365-6900
(Address of principal executive offices) (Zip Code)
Triumph Bancorp, Inc. 2014 Omnibus Incentive Plan
(Full title of the Plan)
| Aaron P. Graft |
| President and Chief Executive Officer |
| 12700 Park Central Drive, Suite 1700 |
| Dallas, Texas 75251 |
(Name and address of agent for service)
(214) 365-6900
(Telephone number, including area code, of agent for service)
Copies to:
Mark F. Veblen, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
Telephone: (212) 403-1000
Facsimile: (212) 403-2000
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
|
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| Title of securities to be registered |
Amount to be registered |
Proposed maximum offering price per share |
Proposed maximum aggregate offering price |
Amount of registration fee | ||||
| Common Stock, par value $0.01 per share, to be issued under the Triumph Bancorp, Inc. 2014 Omnibus Incentive Plan |
1,200,000(1) | $12.85(2) | $15,432,000(2) | $1,793.20 | ||||
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| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), this registration statement shall also be deemed to cover any additional securities to be offered or issued in connection with the provisions of the above-referenced plan, which provides for adjustments in the amount of securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (2) | Estimated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee. The price of $12.85 represents the average of the high and low sale prices of the Common Stock on the Nasdaq Global Select Market on November 19, 2014. |
EXPLANATORY NOTE
The purpose of this Form S-8 Registration Statement is to register an aggregate of 1,200,000 shares of Triumph Bancorp, Inc. (“we,” “our,” “us,” “TBI” or the “Company”) Common Stock, par value $0.01 per share (the “Common Stock”), that may be offered pursuant to the Triumph Bancorp, Inc. 2014 Omnibus Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I will be sent or
given to employees as specified by
Rule 428(b)(1) of the Securities Act. Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| ITEM 3. | INCORPORATION OF DOCUMENTS BY REFERENCE. |
The following documents filed with the Commission by the Company are incorporated in this Registration Statement by reference:
| 1. | The Company’s final prospectus dated November 7, 2014 and filed with the Commission on November 7, 2014 pursuant to Rule 424(b)(4) under the Securities Act in connection with the Company’s initial public offering Registration Statement on Form S-1 (File No. 333-198838); |
| 2. | The Company’s other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the document listed in the first item above; and |
| 3. | The description of the Common Stock, set forth in the Company’s Registration Statement on Form 8-A filed November 4, 2014 (File No. 001-36722) and any amendments, reports or other filings filed with the Commission for the purpose of updating that description. |
To the extent that any information contained in any report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the Commission, such information or exhibit is specifically not incorporated by reference.
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all of the securities offered then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents.
| ITEM 4. | DESCRIPTION OF SECURITIES. |
Not applicable.
| ITEM 5. | INTERESTS OF NAMED EXPERTS AND COUNSEL. |
Not applicable.
| ITEM 6. | INDEMNIFICATION OF DIRECTORS AND OFFICERS. |
The Company’s Second Amended and Restated Bylaws (the “Bylaws”) provides that, to the fullest extent and under the circumstances permitted by Texas law, (i) we must indemnify and advance expenses to any present or former director, officer or delegate and (ii) we may purchase and maintain insurance on behalf of our directors, officers or delegates; provided, that we will have no obligation to indemnify any present or former director, officer, or delegate with respect to any proceeding in which (i) such person was, is, or is threatened to be made a named defendant or respondent, (ii) the Company is a claimant and (iii) a majority of the board of directors authorizes the Company to act in the capacity of a claimant with respect to such person.
The Company has entered into indemnification agreements with its directors and certain of its officers (each an “indemnitee”) pursuant to which they are indemnified as described above and will be advanced costs and expenses subject to the condition that an indemnitee shall reimburse the indemnitor for all the amounts paid if a final judicial determination is made that the indemnitee is not entitled to be so indemnified under applicable law. The Company also maintains directors’ and officers’ liability insurance providing indemnification for its directors and officers for some liabilities. The Company believes that the provisions in the indemnification agreements and the directors’ and officers’ insurance are useful to attract and retain qualified directors and executive officers.
| ITEM 7. | EXEMPTION FROM REGISTRATION CLAIMED. |
Not applicable.
| ITEM 8. | EXHIBITS. |
The list of exhibits is set forth under “Exhibit Index” at the end of this registration statement and is incorporated herein by reference.
| ITEM 9. | UNDERTAKINGS. |
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective |
| amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Dallas, Texas on November 21, 2014.
Triumph Bancorp, Inc.
(Registrant)
| By: | /s/ Aaron P. Graft | |||
| Name: | Aaron P. Graft | |||
| Title: | President and Chief Executive Officer | |||
Each person whose signature appears below hereby constitutes and appoints Aaron P. Graft, R. Bryce Fowler and Adam D. Nelson, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in any and all capacities, any and all amendments (including post-effective amendments) to this registration statement and any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, as amended, as the attorney-in-fact and to file the same, with all exhibits thereto and any other documents required in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and their substitutes, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to its registration statement has been signed below by the following persons in the capacities and on the dates indicated:
| Signature |
Title |
Date | ||
| /s/ Aaron P. Graft |
President and Chief Executive Officer (Principal Executive Officer) | |||
| /s/ R. Bryce Fowler |
Executive Vice President and Chief Financial Officer |
|||
| (Principal Financial and Accounting Officer) | November 21, 2014 | |||
| Director and Chairman | November 21, 2014 | |||
| Director | November 21, 2014 | |||
| /s/ Richard Davis |
||||
| Director | November 21, 2014 | |||
| /s/ Robert Dobrient |
||||
| Director | November 21, 2014 | |||
| /s/ Douglas M. Kratz |
||||
| Director | November 21, 2014 | |||
| Signature |
Title |
Date | ||
| Director | November 21, 2014 | |||
| Director | November 21, 2014 | |||
| /s/ C. Todd Sparks |
||||
| Director | November 21, 2014 | |||
| /s/ Justin N. Trail |
||||
| Director | November 21, 2014 | |||
| /s/ Derek R. McClain |
||||
| Director | November 21, 2014 | |||
| Exhibit |
Description | |
| 3.1 | Second Amended and Restated Certificate of Formation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on November 13, 2014) | |
| 3.2 | Second Amended and Restated By-Laws (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on November 13, 2014) | |
| 5.1 | Opinion of Adam D. Nelson* | |
| 23.1 | Consent of Crowe Horwath, LLP relating to Triumph Bancorp, Inc.* | |
| 23.2 | Consent of Crowe Horwath, LLP relating to National Bancshares, Inc.* | |
| 23.3 | Consent of Adam D. Nelson (included in Exhibit 5.1)* | |
| 24.1 | Power of Attorney (included on signature page) | |
| 99.1 | Triumph Bancorp, Inc. 2014 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.10 to the Company’s Amendment No. 1 to Form S-1 Registration Statement (Registration No. 333-198838) filed on October 17, 2014) | |
| * | Filed herewith. |
| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 11/21/14 | |||
| 11/19/14 | ||||
| 11/13/14 | 4, 8-K | |||
| 11/7/14 | 3, 4, 424B4 | |||
| 11/4/14 | 8-A12B, S-1/A | |||
| 10/17/14 | S-1/A | |||
| List all Filings | ||||