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TCBI > SEC Filings for TCBI > Form 8-K on 28-Mar-2013All Recent SEC Filings

Show all filings for TEXAS CAPITAL BANCSHARES INC/TX | Request a Trial to NEW EDGAR Online Pro

Form 8-K for TEXAS CAPITAL BANCSHARES INC/TX


28-Mar-2013

Material Modification to Rights of Security Holders, Amendments t


Item 3.03. Material Modification to Rights of Security Holders.

On March 28, 2013, Texas Capital Bancshares, Inc. (the "Company") issued and sold 6,000,000 shares of 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, par value $.01, with a liquidation preference of $25 per share (the "Preferred Stock") at $25 per share. Under the terms of the Preferred Stock, the ability of the Company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any securities of the Company that rank junior to the Preferred Stock is subject to certain restrictions in the event that the Company does not declare and pay dividends on the Series A Preferred Stock for the most recent dividend period.

The Preferred Stock was issued pursuant to, and the terms of the Preferred Stock are fully described in, a Certificate of Designation filed with the Office of the Secretary of State of the State of Delaware on March 27, 2013 (the "Certificate of Designation"), a copy of which is filed as Exhibit 4.1 to the Company's Registration Statement on Form 8-A filed on March 28, 2013 and is incorporated herein by reference.



Item 5.03. Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.

The Certificate of Designation establishes the preferences, limitations and relative rights of the Preferred Stock. The Certificate of Designation became effective upon filing, and a copy of the Certificate of Designation is filed as Exhibit 4.1 to the Company's Registration Statement on Form 8-A filed on March 28, 2013 and is incorporated herein by reference.



Item 8.01. Other Events

A copy of the opinion of Winstead PC, counsel to the Company, is attached as Exhibit 5.1 to this Current Report on Form 8-K. Exhibits 5.1 and 23.1 to this Current Report on Form 8-K are incorporated herein by reference to the Registration Statement.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

4.1 Certificate of Designation of 6.50% Non-Cumulative Perpetual Preferred Stock, Series A of Texas Capital Bancshares, Inc. (filed as Exhibit 4.1 to the Company's Form 8-A filed on March 28, 2013 and incorporated by reference herein)

4.2 Form of Preferred Stock Certificate of Texas Capital Bancshares, Inc. (filed as Exhibit 4.2 to the Company's Form 8-A filed on March 28, 2013 and incorporated by reference herein)

5.1 Opinion of Winstead PC regarding the legality of the Preferred Stock

23.1 Consent of Winstead PC (included in Exhibit 5.1)


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