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Section 1: 8-K


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 Exchange Act of 1934
 
Date of Report (date of earliest event reported): November 15, 2019
 
Triumph Bancorp, Inc.
(Exact name of registrant as specified in its charter)
 
Texas
001-36722
20-0477066
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
12700 Park Central Drive, SUITE 1700, Dallas, Texas 75251
(Address of principal executive offices and zip code)
 
(214) 365-6900
Registrants telephone number, including area code:
 
N/A
(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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Comm stock, par value $0.01 per share
 
TBK
 
NASDAQ Global Market


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

On November 15, 2019, Triumph Bancorp, Inc., a Texas corporation (the “Company”), following the approval of the Company’s board of directors, filed a Statement of Resolutions Deleting Series of Shares (the “Statement of Resolutions”) with the Secretary of State of the State of Texas, which was effective upon filing, for the purpose of eliminating the Company’s Series A Non-Cumulative Non-Voting Preferred Stock and the Company’s Series B Non-Cumulative Non-Voting Preferred Stock (collectively, the “Preferred Stock”).  No shares of Preferred Stock were issued and outstanding at the time the Statement of Resolutions was filed.  Following the filing of the Statement of Resolutions, the shares previously authorized under each series of Preferred Stock resumed the status of authorized but unissued shares of Preferred Stock.

The foregoing description of the Statement of Resolutions does not purport to be complete and is qualified in its entirety by reference to the Statement of Resolutions, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.


Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
Exhibit No.
 
Description
     
3.1
 
Statement of Resolutions Deleting Series of Shares
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURE
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.

           TRIUMPH BANCORP, INC.

Date:  November 19, 2019                      By: /s/ Adam D. Nelson                                             
          Name: Adam D. Nelson
            Title: Executive Vice President and General Counsel

               


                
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Section 2: EX-3.1

EXHIBIT 3.1
STATEMENT OF RESOLUTIONS DELETING SERIES OF SHARES
DESIGNATED

SERIES A NON-CUMULATIVE NON-VOTING PREFERRED STOCK
AND
SERIES B NON-CUMULATIVE NON-VOTING PREFERRED STOCK

OF

TRIUMPH BANCORP, INC.
Pursuant to Section 21.156 of
the Texas Business Organizations Code
Pursuant to the provisions of Section 21.156 of the Texas Business Organizations Code, the undersigned submits the following statement for the purpose of deleting a series of shares of its preferred stock, par value $0.01 per share, designated “Series A Non-Cumulative Non-Voting Preferred Stock” and a series of shares of its preferred stock, par value $0.01 per share, designated “Series B Non-Cumulative Non-Voting Preferred Stock”:
1. The name of the company is TRIUMPH BANCORP, INC. (the “Company”).
2. Pursuant to authority conferred upon the Board of Directors of the Company, the Board of Directors of the Company duly adopted the following resolutions on October 22, 2019:
WHEREAS, the Board of Directors the Company has determined that it would be desirable and in the best interests of the Company and its shareholders to delete the Company’s Series A Non-Cumulative Non-Voting Preferred Stock (the “Series A Preferred Stock”) and the Company’s Series B Non-Cumulative Non-Voting Preferred Stock (the “Series B Preferred Stock”, and together with the Series A Preferred Stock, the “Preferred Stock”) from the Company’s Second Amended and Restated Certificate of Formation, as amended (the “Charter”), and to delete any references to the Preferred Stock contained in the Charter; and
WHEREAS, none of the authorized shares of the Preferred Stock are outstanding;
NOW, THEREFORE, BE IT
RESOLVED, that the authorized officers of the Company be, and each of them hereby is, authorized and directed to file with the Secretary of State of the State of Texas a statement containing these resolutions, with the effect under the Texas Business Organizations Code of deleting the Preferred Stock from the Charter and deleting any references to the Preferred Stock contained in the Charter; and further

RESOLVED, that the authorized officers of the Company be, and each of them hereby is, authorized and directed for and on behalf of the Company, to execute and deliver any and all certificates, agreements, instruments and other documents, and to take any and all steps and do any and all things which they may deem necessary, advisable or appropriate in order to effectuate the purposes of each and all of the foregoing resolutions.
3. The above resolutions were adopted by all necessary action on the part of the Company.


IN WITNESS WHEREOF, the Company has caused this statement to be executed on its behalf by the undersigned authorized person this 15th day of November, 2019.
TRIUMPH BANCORP, INC.

By:
/s/ Adam D. Nelson                                       
Adam D. Nelson
Executive Vice President & General Counsel


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