Download Form 8-K - Amendment to Articles of Incorporation

FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, DC 20429
____________________
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): October 21, 2015
(Exact name of registrant as specified in its charter)
Florida
(State of Incorporation)
57934
(FDIC Certificate
Number)
20-4486142
(IRS Employer
Identification No.)
400 North Federal Highway, Pompano Beach, Florida
(Address of principal executive offices)
33062
(Zip Code)
Registrant’s telephone number, including area code: (954) 315-5500
___________________________________________________
(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))
STONEGATE BANK
FORM 8-K
CURRENT REPORT
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On October 21, 2015, Stonegate Bank (the “Registrant”) amended its Articles of Incorporation
(the “Amendment”), which Amendment became effective immediately upon filing with the
Florida Office of Financial Regulation and Florida Secretary of State. The purpose of the
Amendment was to undesignated the Registrant’s Perpetual Non-Cumulative Preferred Stock,
Series A (the “Series A Preferred Stock”). The Registrant previously designated the Series A
Preferred Stock out of its authorized but undesignated shares of blank-check preferred stock to
facilitate a share exchange with the U.S. Treasury in connection with the Registrant’s acquisition
of Florida Shores Bancorp, Inc. and its subsidiaries (collectively, the “FSB Entities”) in January
2014. The FSB Entities had previously issued shares of preferred stock to the U.S. Treasury in
connection with their participation in the Small Business Lending Fund program.
On June 15, 2015, the Registrant redeemed all 12,750 outstanding shares of Series A Preferred
Stock. The Amendment, which did not require shareholder approval, deleted the designation of
the rights and preferences of the previously designated 12,750 shares of Series A Preferred Stock
which reverted back to authorized but undesignated shares of blank-check preferred stock.
The foregoing description of the Amendment does not purport to be a complete description and
is qualified in its entirety by reference to the full text of the Amendment, a copy of which was
filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
3.1
Articles of Amendment to the Stonegate Bank Articles of Incorporation.
SIGNATURES
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.
STONEGATE BANK
Date: November 2, 2015
By: /s/ Sharon Jones
Sharon Jones
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number
3.1
Description
Articles of Amendment to the Stonegate Bank Articles of Incorporation.
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
STONEGATE BANK
Pursuant to the provisions of Sections 655.043 and 658.30 of the Florida Financial
Institutions Code and Sections 607.1002 and 607.1006 of the Florida Business Corporation Act,
Stonegate Bank, a Florida chartered commercial bank (the “Corporation”), hereby adopts the
following Articles of Amendment to its Articles of Incorporation:
1.
The name of the Corporation is Stonegate Bank.
2.
The text of each amendment adopted is as follows:
The Articles of Amendment to the Articles of Incorporation of Stonegate
Bank Authorizing Senior Non-Cumulative Perpetual Preferred Stock, Series
A, filed with the Florida Department of State on January 15, 2014, are hereby
deleted in their entirety and shall no longer have any force or effect and the
shares previously designated as Senior Non-Cumulative Perpetual Preferred
Stock, Series A, shall be deemed to be undesignated preferred stock of the
Corporation and eligible to be designated and issued by the Board of Directors
of the Corporation (the “Board”), as the Board deems necessary or
appropriate.
3.
Except as amended by Section 2 above, the Articles of Incorporation of the
Corporation, as amended, shall remain the same.
4.
These Articles of Amendment to the Corporation’s Articles of Incorporation were
adopted by the Board on July 28, 2015. Pursuant to Section 607.1002(5) of the Florida Statutes,
these Articles of Amendment were adopted by the Board without shareholder action as approval
by shareholder action was not required.
5.
These Articles of Amendment shall be effective upon filing with the Florida
Department of State.
[Signature Page Follows]
FTL_ACTIVE 4604573.1
IN WITNESS WHEREOF, the Chief Executive Officer of the Corporation has executed
the foregoing Articles of Amendment as of this 28th day of July 2015.
/s/ Dave Seleski
Dave Seleski, Chief Executive Officer
APPROVAL
Approved by the Florida Office of Financial Regulation this 21st day of October, 2015.
/s/ M. Barry Gilman
Name: M. Barry Gilman
Title: Director
Division of Financial Institutions
FTL_ACTIVE 4604573.1