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): July 28, 2011
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
         
Illinois
(State or other jurisdiction of
Incorporation) 		  001-35077
(Commission File Number) 		  36-3873352
(I.R.S. Employer Identification No.)
     
727 North Bank Lane
Lake Forest, Illinois
(Address of principal executive offices) 		 
60045
(Zip Code)
Registrant’s telephone number, including area code (847) 615-4096

Not Applicable
(Former name or former address, if changed since last year)
     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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 3.03. Material Modification to Rights of Security Holders.
          On July 28, 2011, Wintrust Financial Corporation (the “Company”) filed with the Secretary of State of the State of Illinois two modifications (the “Modifications”) to the Company’s Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”). The Modifications were filed solely to formally reflect the fact that no shares of the Company’s Junior Serial Preferred Stock A (the “1998 Series A Preferred Stock”), which was created in 1998, and the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”), which was created in 2010, remain issued or outstanding.
          As a result of the Modifications, the shares formerly designated as the 1998 Series A Preferred Stock and the Series B Preferred Stock were returned to the status of authorized and unissued shares of the Company’s preferred stock.
          The only issued and outstanding series of preferred stock of the Company is the Company’s 8.00% Non-Cumulative Perpetual Convertible Preferred Stock, Series A, 50,000 shares of which were issued and sold in August 2008.
          Copies of the Modifications are attached hereto as Exhibits 3.1 and 3.2 and are incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.
          The information under Item 3.03 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
     
3.1
  Statement of Resolution of the Board of Directors of Wintrust Financial Corporation Regarding the 1998 Series A Preferred Stock.
 
   
3.2
  Statement of Resolution of the Board of Directors of Wintrust Financial Corporation Regarding the Series B Preferred Stock.

2

 

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.
         
  WINTRUST FINANCIAL CORPORATION
(Registrant)
  		 
  By:   /s/ David A. Dykstra    
    David A. Dykstra   
    Senior Executive Vice President and
Chief Operating Officer  		 
 
Date: July 29, 2011

3

 

INDEX TO EXHIBITS
Exhibit
     
3.1
  Statement of Resolution of the Board of Directors of Wintrust Financial Corporation Regarding the 1998 Series A Preferred Stock.
 
   
3.2
  Statement of Resolution of the Board of Directors of Wintrust Financial Corporation Regarding the Series B Preferred Stock.

4

Exhibit 3.1
FORM BCA 6.10 (rev. Dec. 2003)
STATEMENT OF RESOLUTION
ESTABLISHING SERIES
Business Corporation Act
Jesse White, Secretary of State
Department of Business Services
Springfield, IL 62756
Telephone (217) 782-6961
www.cyberdriveillinois.com
Remit payment in the form of a
check or money order payable
to the Secretary of State.
_____________________________________ File #_________________________________ Filing Fee: $25.00 Approved:
                               Submit in duplicate                      Type or Print clearly in black ink                        Do not write above this line                     
1. CORPORATE NAME: Wintrust Financial Corporation
                     
2.
  The Board of Directors on   July 28   ,    2011     duly adopted the following resolution
 
             
 
      (Month & Day)   (Year)    
          establishing and designating one or more series and fixing and determining the relative rights and preferences thereof:
If not sufficient space to cover this point, add one or more sheets of this size
    See attached document.
3. The undersigned corporation has caused this statement to be signed by a duly authorized officer, who affirms, under penalties of perjury, that the facts stated herein are true. All signatures must be in BLACK INK .)
         
Dated
  July 28, 2011   Wintrust Financial Corporation
 
       
 
  (Month, Day & Year)   (Exact Name of Corporation)
 
       
 
  /s/ David A. Dykstra    
 
       
 
  (Any Authorized Officer’s Signature)    
 
       
 
  David A. Dykstra, Senior EVP    
 
       
 
  (Type or Print Name and Title)    

 

 

This form is applicable only where the articles of incorporation expressly vest authority in the board of directors to establish series and to fix and determine the relative rights and preferences thereof. In such case series may be established and rights and preferences fixed and determined by resolution of the board of directors only to the extent not already established, fixed and determined by the articles of incorporation.
Note: Only special and preferred classes of stock can be established in series.

 

 

ATTACHMENT
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF WINTRUST FINANCIAL CORPORATION
1998 Series A Preferred Stock
      WHEREAS, on July 28, 1998, the Board of Directors of Wintrust Financial Corporation (the “Corporation”), acting pursuant to the Amended and Restated Articles of Incorporation, as amended (the “Articles”) of the Corporation, established a series of the Corporation’s Junior Serial Preferred Stock A, without par value, consisting of 100,000 shares so authorized (the “1998 Series A Preferred Stock”);
      WHEREAS, a statement of resolution establishing the 1998 Series A Preferred Stock was filed with the Secretary of State of Illinois pursuant to the Illinois Business Corporation Act, amended on September 2, 1998; and
      WHEREAS, no shares of the 1998 Series A Preferred Stock remain issued and outstanding;
      NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority granted to the Board of Directors of the Corporation by Article Four, Paragraph 2 of the Articles, the number of authorized shares of 1998 Series A Preferred Stock be, and hereby is, reduced to zero; and that such series of 1998 Series A Preferred Stock be, and hereby is, cancelled and that the shares so cancelled be returned to the status of authorized but undesignated shares of preferred stock of the Corporation.
Further Authorization
      RESOLVED FURTHER, that in order to fully carry out the intent and effectuate the purposes of the foregoing resolutions, the officers of the Corporation be and each of them hereby is, authorized and directed, in the name and on behalf of the Corporation, to take all such action, to execute and deliver all such further agreements, instruments and documents, to make all such filings with governmental or regulatory authorities and to pay all such fees and expenses, in each case which shall in such officer’s judgment be deemed necessary, proper or advisable, such determination to be evidenced conclusively by any such officer’s execution and delivery thereof or taking of action in respect thereto; and
      RESOLVED FURTHER, that any and all actions heretofore or hereafter taken by each officer of the Corporation in accordance with the preceding resolutions are hereby approved, ratified and confirmed.

 

Exhibit 3.2
FORM BCA 6.10 (rev. Dec. 2003)
STATEMENT OF RESOLUTION
ESTABLISHING SERIES
Business Corporation Act
Jesse White, Secretary of State
Department of Business Services
Springfield, IL 62756
Telephone (217) 782-6961
www.cyberdriveillinois.com
Remit payment in the form of a
check or money order payable
to the Secretary of State.
_____________________________________ File #_________________________________ Filing Fee: $25.00 Approved:
                               Submit in duplicate                      Type or Print clearly in black ink                                 Do not write above this line————
     
1.
  CORPORATE NAME: Wintrust Financial Corporation
                 
2.
  The Board of Directors   July 28   ,  2011   duly adopted the following resolution
 
             
 
      (Month & Day)   (Year)    
     
 
  establishing and designating one or more series and fixing and determining the relative rights and preferences thereof:
If not sufficient space to cover this point, add one or more sheets of this size
     See attached document.
     
3.
  The undersigned corporation has caused this statement to be signed by a duly authorized officer, who
 
  affirms, under penalties of perjury, that the facts stated herein are true. All signatures must be in BLACK INK . )
         
Dated   July 28, 2011   Wintrust Financial Corporation
         
    (Month, Day & Year)   (Exact Name of Corporation)
         
    /s/ David A. Dykstra
 
   
    (Any Authorized Officer’s Signature)    
         
    David A. Dykstra, Senior EVP
 
   
    (Type or Print Name and Title)    

 

 

This form is applicable only where the articles of incorporation expressly vest authority in the board of directors to establish series and to fix and determine the relative rights and preferences thereof. In such case series may be established and rights and preferences fixed and determined by resolution of the board of directors only to the extent not already established, fixed and determined by the articles of incorporation.
Note: Only special and preferred classes of stock can be established in series.

 

 

ATTACHMENT
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF WINTRUST FINANCIAL CORPORATION
Series B Preferred Stock
      WHEREAS, on December 11, 2008, the Board of Directors of Wintrust Financial Corporation (the “Corporation”), acting pursuant to the Amended and Restated Articles of Incorporation, as amended (the “Articles”) of the Corporation, established a series of the Corporation’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B, no par value per share, consisting of 250,000 shares so authorized (the “Series B Preferred Stock”);
      WHEREAS, a statement of resolution establishing the Series B Preferred Stock was filed with the Secretary of State of Illinois pursuant to the Illinois Business Corporation Act, amended on December 18, 2008; and
      WHEREAS, no shares of the Series B Preferred Stock remain issued and outstanding;
      NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority granted to the Board of Directors of the Corporation by Article Four, Paragraph 2 of the Articles, the number of authorized shares of Series B Preferred Stock be, and hereby is, reduced to zero; and that such series of Series B Preferred Stock be, and hereby is, cancelled and that the shares so cancelled be returned to the status of authorized but undesignated shares of preferred stock of the Corporation.
Further Authorization
      RESOLVED FURTHER, that in order to fully carry out the intent and effectuate the purposes of the foregoing resolutions, the officers of the Corporation be and each of them hereby is, authorized and directed, in the name and on behalf of the Corporation, to take all such action, to execute and deliver all such further agreements, instruments and documents, to make all such filings with governmental or regulatory authorities and to pay all such fees and expenses, in each case which shall in such officer’s judgment be deemed necessary, proper or advisable, such determination to be evidenced conclusively by any such officer’s execution and delivery thereof or taking of action in respect thereto; and
      RESOLVED FURTHER, that any and all actions heretofore or hereafter taken by each officer of the Corporation in accordance with the preceding resolutions are hereby approved, ratified and confirmed.

2