Securities Registration (section 12(b)) (8-a12b)
28 Maio 2019 - 5:51PM
Edgar (US Regulatory)
United
states
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(
b
) OR (
g
)
OF THE
SECURITIES EXCHANGE ACT OF 1934
TriState
Capital Holdings, Inc.
(Exact
name of registrant as specified in its charter)
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Pennsylvania
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20-4929029
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer Identification
No.)
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One
Oxford Centre
301
Grant Street, Suite 2700
Pittsburgh,
Pennsylvania
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15219
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(Address
of principal executive offices)
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(Zip
code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class
to be so registered
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Name
of exchange on which
each class is to be registered
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Depositary
Shares, Each Representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual
Preferred Stock
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The
Nasdaq Stock Market LLC
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If this form
relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c), please check the following box.
x
If this form
relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d), check the following.
o
If this form
relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.
o
Securities
Act registration statement or Regulation A offering statement file number to which this form relates:
333-222074
Securities to
be registered pursuant to Section 12(g) of the Act:
None.
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Item 1.
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Description of
Registrant’s Securities to be Registered.
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This
Registration Statement on Form 8-A relates to an aggregate of up to 3,220,000 depositary shares (the “Depositary
Shares”), each representing a 1/40th ownership interest in a share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative
Perpetual Preferred Stock, no par value (the “Series B Preferred Stock”), of TriState Capital Holdings, Inc.
(the “Company”), with a liquidation preference of $1,000 per share of Series B Preferred Stock (equivalent to $25
per Depositary Share), which represents up to $80,500,000 in aggregate liquidation preference. For a description of the
Series B Preferred Stock and the Depositary Shares, reference is made to the information set forth under the headings “Description
of Series B Preferred Stock” and “Description of Depositary Shares” in the Company’s final prospectus
supplement, dated May 21, 2019, to the prospectus, dated December 21, 2017, which constitutes a part of the Company’s Registration
Statement on Form S-3 (File No. 333-222074), filed under the Securities Act of 1933, as amended, which information is hereby incorporated
herein by reference.
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Exhibit
3.1
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Amended
and Restated Articles of Incorporation, which are incorporated by reference to Amendment No. 1 to the Company’s
Registration Statement on Form S-1 (File No. 333-187681) filed with the SEC on April 16,
2013.
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Exhibit
3.2
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Articles
of Amendment for 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock, which are incorporated
by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 20, 2018.
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Exhibit
3.3
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Articles
of Amendment for 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock.
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Exhibit
3.4
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By-Laws,
as amended, which are incorporated by reference to Amendment No. 1 to the Company’s Registration Statement on
Form S-1 (File No. 333-187681) filed with the SEC on April 16, 2013.
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Exhibit
4.1
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Form of Deposit Agreement by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., and the holders from time to time of the depositary receipts described therein.
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Exhibit
4.2
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Form of Depositary Receipt representing the Depositary Shares (included as part of Exhibit 4.1).
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SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
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TRISTATE CAPITAL HOLDINGS, INC.
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Date: May 28, 2019
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By:
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/s/ James F. Getz
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Name: James F. Getz
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Title: Chairman, President and
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Chief Executive Officer
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