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): July 18, 2007 (July 18, 2007)
TEXAS CAPITAL BANCSHARES, INC.
(Name of Registrant)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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000-30533
(Commission
File Number)
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75-2679109
(I.R.S. Employer
Identification Number) |
2100 McKinney Avenue, Suite 900, 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
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On July 18, 2007, Texas Capital Bancshares, Inc. issued a press release and made a concurrent
public presentation regarding its operating and financial results for its fiscal quarter ended
June 30, 2007. A copy of the press release is attached hereto as Exhibit 99.1. A copy of the
presentation is attached hereto as Exhibit 99.2. |
The information in this report (including the exhibit hereto) shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such
information be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as expressly set forth by specific reference in such a filing.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In August 2006, the Securities and Exchange Commission approved an amendment to NASDAQ Rule 4350
that requires NASDAQ listed companies on and after January 1, 2008 to be eligible to participate in
a Direct Registration Program (“DRP”). A DRP permits an investor’s ownership to be recorded and
maintained on the books of the issuer or the transfer agent without the issuance of a physical
stock certificate. Investors then receive annual statements from the issuer indicating their
holdings.
As a result, on July 17, 2007, the Board of Directors of Texas Capital Bancshares, Inc. (the
“Company”) approved an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws
(the “Bylaws”), effective July 17, 2007. The Amendment modified Section 1 of Article IX of the
Bylaws to permit the issuance of shares of the Company’s stock in uncertificated form. The
Amendment also permits direct or “book-entry” registration of shares of the Company’s stock and
thereby facilitates the Company’s eligibility to participate in a DRP.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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5.3
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First Amendment to the Amended and Restated Bylaws of Texas Capital
Bancshares, Inc., dated as of July 17, 2007 |
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99.1
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Press Release, dated July 18, 2007, of Texas Capital Bancshares,
Inc., announcing its operating and financial results for its fiscal
quarter ended June 30, 2007 |
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99.2
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Presentation given July 18, 2007 discussing Texas Capital Bancshares,
Inc.’s operating and financial results for its fiscal quarter ended
June 30, 2007 |
FORWARD-LOOKING STATEMENTS
The information in this report contains forward-looking statements within the meaning of
Section 27A of the United States Securities Act of 1933 and Section 21E of the United States
Securities Exchange Act of 1934. Such statements are based upon current expectations that
involve risks and
uncertainties that may be outside of our control. Any statements contained herein that are
not statements of historical fact may be deemed to be forward-looking statements. For example,
words such as “may,” “will,” “should,” “estimates,” “predicts,” “potential,” “continue,”
“strategy,” “believes,” “anticipates,” “plans,”