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

March 4, 2020

(Date of earliest event reported)

 

PICTURE 1

 

Atlantic Capital Bancshares, Inc.

(Exact name of registrant as specified in its charter)

 

 

Georgia

001-37615

20-5728270

(State or Other Jurisdiction

(Commission File

(I.R.S. Employer

of Incorporation)

Number)

Identification No.)

 

945 East Paces Ferry Rd. NE, Suite 1600

Atlanta, Georgia 30326

(Address of principal executive offices)

(Zip Code)

(404) 995-6050

(Registrant’s telephone number, including area code)

 

 

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:

◻ 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))

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

 

Title of each class

   

Trading Symbol(s)

   

Name of each exchange on which registered

Common Stock, no par value

 

ACBI

 

The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ◻

 

 

 

 

Item 5.02.            Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

 

Appointment of Director

 

On March 4, 2020, Atlantic Capital Bancshares, Inc. (the “Company”) increased the size of its Board of Directors (the “Board”) from nine members to ten members and, upon the recommendation of the Governance and Nominating Committee, appointed Thomas M. Holder as a member of the Board. Mr. Holder will serve a term expiring at the 2020 Annual Meeting of Shareholders (the “Annual Meeting”). Additionally, Mr. Holder was appointed to the Compensation Committee and the Governance and Nominating Committee of the Board, effective immediately. The Board has determined that Mr. Holder is independent under applicable NASDAQ Listing Rules.

 

 Mr. Holder, 63, has served as the CEO of Holder Construction Company since 1989 and as CEO and chairman since 1997 after serving in various positions in operations and management since 1976. A native of Atlanta and an active member in the community, Mr. Holder serves as board chair of Children’s Healthcare of Atlanta and is chair of the Facilities Committee of the Woodruff Arts Center. He has served on the Georgia Power Company (NYSE) board of directors since May 2019.  In addition, he is a board member of the Westside Future Fund, the Metro Atlanta Chamber of Commerce, the Georgia Research Alliance, the Georgia Tech Foundation and the Georgia Historical Society. He is also a member of the Rotary Club of Atlanta. The Board believes that Mr. Holder’s knowledge of business operations and strategy, his experience managing an organization with a national presence, and his understanding of the Atlanta business community, particularly the construction and real estate development industries, together with his extensive involvement in economic growth and community affairs, qualify him to serve on the Board.

 

There are no family relationships between Mr. Holder and any other executive officer or director of the Company. The Company is not aware of any relationships or transactions in which Mr. Holder has or will have an interest, or is or was a party, requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Holder and any other persons pursuant to which Mr. Holder was appointed as a director.

 

Upon his appointment to the Board, Mr. Holder became entitled to a pro-rated portion of the non-employee directors’ cash compensation and was granted a pro-rated portion of the non-employee directors’ equity compensation (a restricted stock award of 251 shares (as pro-rated) of the Company’s common stock under the Company’s 2015 Stock Incentive Plan), each as described in the Company’s proxy statement for the 2019 Annual Meeting of Shareholders.

 

 On March 5, 2020, the Company issued a press release announcing the appointment of Mr. Holder to the Board. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

 

Director Retirement at the Annual Meeting

 

On March 4, 2020, R. Charles Shufeldt tendered a letter of proposed retirement from the Board to the Chair of the Company’s Governance and Nominating Committee, pursuant to the Company’s Corporate Governance Guidelines.  The Board accepted his proposed retirement on March 4, 2020.  Mr. Shufeldt’s retirement will take effect when his current term expires at the Annual Meeting. The Board has determined that, effective upon the completion of Mr. Shufeldt’s term, the number of directors constituting the Board shall be reduced to nine members to eliminate the resulting vacancy.

 

Item 8.01.   Other Events.

 

On March 4, 2020, the Company issued a press release announcing that on March 4, 2020, the Board of Directors authorized a stock repurchase program pursuant to which the Company may purchase up to $25 million of its issued and outstanding common stock.  The repurchase program is expected to commence immediately with respect to $15 million of stock, and the remaining $10 million is subject to regulatory approval of a dividend from Atlantic Capital Bank to Atlantic Capital.  The timing and amounts of any repurchases will depend on certain factors, including but not limited to market conditions and prices, available funds and alternative uses of capital.  The stock repurchase program may be carried out through open-market purchases, block trades, negotiated private transactions and pursuant to a trading plan that will be adopted in accordance with Rule 10b-18 or Rule 10b5-1 under the Securities Exchange Act of 1934.  Any repurchased shares will constitute authorized but unissued shares. A copy of the press release is attached to this report as Exhibit 99.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

 (d) Exhibits

 

 Exhibit No.  Description

 

 

 

 

99.1

Press Release dated March 5, 2020 announcing director appointment 

99.2

Press Release dated March 4, 2020 announcing stock repurchase program

 

 

 

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.

 

 

ATLANTIC CAPITAL BANCSHARES, INC.

 

 

 

Dated:

   March 6, 2020

 

 

 

 

 

By:

/s/ Patrick T. Oakes

 

Name:

Patrick T. Oakes

 

Title:

Executive Vice President and

 

 

Chief Financial Officer

 

 

 

 

 

 

Exhibit 99.1

NEWS RELEASE 

 

 

 

 

 

 

 

 

 

FOR IMMEDIATE RELEASE

 

 

Contact:

Date: March 5, 2020

 

 

Patrick T. Oakes

 

 

 

Executive Vice President & CFO

 

 

 

404.995.6079

 

 

Tommy Holder Joins Atlantic Capital Board of Directors;  Charlie Shufeldt to retire

 

Atlanta, Georgia, March 5, 2020 – Atlantic Capital Bancshares, Inc. (NASDAQ: ACBI) (“Atlantic Capital”), the parent company of Atlantic Capital Bank, N.A., announced today that Thomas M. “Tommy” Holder has been appointed to the Board of Directors.  Mr. Holder will serve a term expiring at the 2020 Annual Meeting of Shareholders.  Mr. Holder was also appointed to the Compensation Committee and the Governance and Nominating Committee of the Board of Directors.    In addition, R. Charles Shufeldt has notified the Board of Directors that he intends to retire at the conclusion of his current term in order to spend more time with family. 

 

“We want to extend our appreciation to Charlie for his many contributions to our success.  He has been instrumental in our evolution from a privately held community bank to a publicly held institution and Atlanta’s hometown business bank.” said Doug Williams, Chief Executive Officer of the Company. “His leadership and strategic insight in our board room will be missed,” added Sonny Deriso, Chairman of the Board of Directors.  “He is both a valuable board member and a personal friend, and we wish him the best in his future endeavors.”

 

“We are excited to welcome Tommy to our Board of Directors, and believe that his business, leadership and board experience, as well as his extensive knowledge of the Atlanta markets that we serve, will be instrumental as we continue to implement our Atlanta-based strategy,” said Mr. Williams.” Mr. Deriso added, “Tommy has been deeply involved in community and philanthropic causes in Atlanta for many years, and I look forward to working with him at Atlantic Capital.”

 

Mr. Holder has served as the CEO of Holder Construction Company since 1989 and as CEO and chairman since 1997 after serving in various positions in operations and management since 1976. A native of Atlanta and an active member in the community, Mr. Holder serves as board chair of Children’s Healthcare of Atlanta and is chair of the Facilities Committee of the Woodruff Arts Center. He has served on the Georgia Power Company (NYSE) board of directors since May 2019.  In addition, he is a board member of the Westside Future Fund, the Metro Atlanta Chamber of Commerce, the Georgia Research Alliance, the Georgia Tech Foundation and the Georgia Historical Society. He is also a member of the Rotary Club of Atlanta.

 

Additional Information about Atlantic Capital Bancshares, Inc.

 

Atlantic Capital Bancshares, Inc. is a $2.9 billion publicly traded bank holding company headquartered in Atlanta, Georgia.  Atlantic Capital offers commercial and not-for-profit banking services, specialty corporate financial services, private banking services and commercial real estate finance solutions to privately held companies and individuals in Atlanta, as well as specialized financial services to select clients nationally.

 

 

 

 

 

 

 

Exhibit 99.2

NEWS RELEASE

 

 

 

 

FOR IMMEDIATE RELEASE

 

 

Contact:

Date: March 4, 2020

 

 

Patrick T. Oakes

 

 

 

Executive Vice President & CFO

 

 

 

404.995.6079

 

Atlantic Capital Bancshares, Inc. Announces Share Repurchase Program

 

Atlanta, Georgia, March 4, 2020 – Atlantic Capital Bancshares, Inc. (NASDAQ: ACBI) (“Atlantic Capital”) announced today that its Board of Directors has authorized a stock repurchase program pursuant to which Atlantic Capital may purchase up to $25 million of its issued and outstanding common stock.  The repurchase program is expected to commence immediately with respect to $15 million of stock, and the remaining $10 million is subject to regulatory approval of a dividend from Atlantic Capital Bank to Atlantic Capital.  Atlantic Capital had completed the repurchase of $85 million of its common stock authorized for repurchase pursuant to the stock repurchase program previously announced in November 2018.  The timing and amounts of any repurchases will depend on certain factors, including but not limited to market conditions and prices, available funds and alternative uses of capital.  The stock repurchase program may be carried out through open-market purchases, block trades, negotiated private transactions and pursuant to a trading plan that will be adopted in accordance with Rule 10b-18 or Rule 10b5-1 under the Securities Exchange Act of 1934.

 

Douglas L. Williams, President and Chief Executive Officer of Atlantic Capital, commented,

“We are pleased to have been able to complete our first repurchase program, and we believe that our successful implementation of our Atlanta-focused strategy will allow us to continue to improve our earnings per share and return on capital through this second stock repurchase program.”

 

Additional Information about Atlantic Capital Bancshares, Inc.

 

Atlantic Capital Bancshares, Inc. is a $2.9 billion publicly traded bank holding company headquartered in Atlanta, Georgia.  Atlantic Capital offers commercial and not-for-profit banking services, specialty corporate financial services, private banking services and commercial real estate finance solutions to privately held companies and individuals in Atlanta, as well as specialized financial services to select clients nationally.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections and statements of Atlantic Capital’s beliefs concerning future events, business plans, objectives, expected operating results and the assumptions upon which those statements are based. Forward-looking statements include without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “project,” “expect,” “intend,” “plan,” or words or phases of similar meaning. Forward-looking statements may include, among other things, statements about Atlantic Capital’s confidence in its strategies and its expectations about financial performance, market growth, market and regulatory trends and developments, acquisitions and divestitures, new technologies, services and opportunities and earnings. The forward-looking statements are based largely on Atlantic Capital’s expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond Atlantic Capital’s control. Atlantic Capital undertakes no obligation to publicly update any forward-looking statement to reflect developments occurring after the statement is made, except as otherwise required by law. Actual results, performance or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements as a result of, among other factors, the risks and uncertainties described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Atlantic Capital’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Please refer to the SEC’s website at www.sec.gov where you can review those documents.