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 Number)
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Large accelerated filer
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£
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Accelerated filer
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S
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Non-accelerated filer
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£
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(Do not check if a smaller reporting company)
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Smaller reporting company
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£
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Title of Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering Price
Per Share
(2)
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Proposed
Maximum
Aggregate
Offering Price
(2)
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Amount of
Registration Fee
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Common stock, no par value per share
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4,000,000
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shares
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$13.21
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$52,840,000
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$6,805.80
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers additional shares that may become issuable under the above-named plans by reason of certain corporate transactions or events, including any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the registrant’s outstanding shares of common stock.
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(2)
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Estimated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee. The price of
$13.21
per share represents the average of the high and low sale prices of the registrant’s common stock as reported on the Nasdaq Stock Market on June 3, 2014.
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(a)
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the Registrant's Annual Report on Form 10-K for the year ended December 31, 2013;
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(b)
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all reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), since the end of the fiscal year covered by the financial statements in the Form 10-K referred to in clause (a) above; and
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(c)
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the description of the Registrant’s common stock contained in the Registrant’s registration statement on Form 8-A (File No. 001-35913) filed on May 5, 2013 under Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
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•
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the Registrant must indemnify its directors to the fullest extent permitted by applicable law; and
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•
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The Registrant must advance expenses, as incurred, to its directors in connection with a legal proceeding to the fullest extent permitted by applicable law, subject to very limited exceptions.
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Incorporated by Reference
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Exhibit
Number
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Exhibit Description
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Form
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File No.
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Exhibit/
Appendix
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Filing
Date
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Filed
Herewith
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4.1
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Amended and Restated Articles of Incorporation of the Registrant
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S-1
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333-187681
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3.1
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4/16/2013
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4.2
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Bylaws of Registrant, as amended
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S-1
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333-187681
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3.1
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4/16/2013
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4.3
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Form of Registrant’s common stock certificate
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S-1
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333-187681
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4.1
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4/16/2013
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5.1
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Opinion of Keevican Weiss Bauerle & Hirsch LLC
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X
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23.1
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Consent of Keevican Weiss Bauerle & Hirsch LLC
(contained in Exhibit 5.1)
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X
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23.2
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Consent of KPMG LLP, Independent Registered Public Accounting Firm
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X
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23.3
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Consent of Ernst & Young LLP, Independent Auditors
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X
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24.1
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Power of Attorney (included on signature page)
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X
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99.1
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TriState Capital Holdings, Inc. 2014 Omnibus Incentive Plan
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DEF 14A
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001-35913
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A
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4/15/2014
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A.
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the RegistrationStatement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided
,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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B.
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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C.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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TRISTATE CAPITAL HOLDINGS, INC.
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By:
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/s/ James F. Getz
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James F. Getz
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Chairman, President and Chief Executive Officer
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Signature
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Title
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By:
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/s/ James F. Getz
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Chairman of the Board, Chief Executive Officer,
President and Director
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James F. Getz
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(Principal Executive Officer)
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By:
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/s/ Mark L. Sullivan
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Vice Chairman, Chief Financial Officer and Director
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Mark L. Sullivan
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(Principal Financial and Accounting Officer)
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By:
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/s/ Anthony J. Buzzelli
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Director
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Anthony J. Buzzelli
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By:
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/s/ Helen Hanna Casey
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Director
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Helen Hanna Casey
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By:
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/s/ E.H. (Gene) Dewhurst
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Director
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E.H. (Gene) Dewhurst
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By:
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/s/ James J. Dolan
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Director
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James J. Dolan
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By:
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/s/ James H. Graves
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Director
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James H. Graves
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By:
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/s/ James E. Minnick
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Director
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James E. Minnick
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By:
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/s/ A. William Schenck, III
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Vice Chairman and Director
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A. William Schenck, III
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By:
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/s/ Richard B. Seidel
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Director
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Richard B. Seidel
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By:
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/s/ John B. Yasinsky
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Director
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John B. Yasinsky
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By:
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/s/ Richard A. Zappala
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Director
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Richard A. Zappala
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Incorporated by Reference
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|||||||
Exhibit
Number |
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Exhibit Description
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Form
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File No.
|
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Exhibit/
Appendix |
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Filing
Date |
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Filed
Herewith |
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4.1
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|
|
Amended and Restated Articles of Incorporation of the Registrant
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S-1
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333-187681
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3.1
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4/16/2013
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4.2
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Bylaws of Registrant, as amended
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S-1
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333-187681
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3.1
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4/16/2013
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4.3
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Form of Registrant’s common stock certificate
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S-1
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333-187681
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4.1
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4/16/2013
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5.1
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Opinion of Keevican Weiss Bauerle & Hirsch LLC
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X
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23.1
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Consent of Keevican Weiss Bauerle & Hirsch LLC
(contained in Exhibit 5.1) |
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X
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23.2
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Consent of KPMG LLP, Independent Registered Public Accounting Firm
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X
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23.3
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Consent of Ernst & Young LLP, Independent Auditors
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X
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24.1
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Power of Attorney (included on signature page)
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X
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99.1
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TriState Capital Holdings, Inc. 2014 Omnibus Incentive Plan
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DEF 14A
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001-35913
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|
A
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4/15/2014
|
|
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(i)
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In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity of all documents submitted to us as copies of the originals thereof.
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(ii)
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As to the accuracy of certain factual matters, we have relied on the certificates of officers of the Company and certificates, letters, or statements of public officials.
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(iii)
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We express no opinion on the laws of any jurisdiction other than the United States of America and the Pennsylvania Business Corporation Law.
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