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Share Name | Share Symbol | Market | Type |
---|---|---|---|
TriState Capital Holdings Inc | NASDAQ:TSC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 30.58 | 28.65 | 30.62 | 0 | 00:00:00 |
Registration Nos. 333-188923
333-196564
333-249296
333-258511
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1 TO:
Form S-8 Registration Statement No. 333-188923
Form S-8 Registration Statement No. 333-196564
Form S-8 Registration Statement No. 333-249296
Form S-8 Registration Statement No. 333-258511
UNDER
THE SECURITIES ACT OF 1933
TriState Capital Holdings, Inc.
(Macaroon Two LLC, as successor by merger to TriState Capital Holdings, Inc.)
(Exact name of registrant as specified in its charter)
Pennsylvania | 20-4929029 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
One Oxford Centre 301 Grant Street, Suite 2700 Pittsburgh, Pennsylvania |
15219 | |
(Address of Principal Executive Offices) | (Zip Code) |
TRISTATE CAPITAL HOLDINGS, INC. 2006 STOCK OPTION PLAN
TRISTATE CAPITAL HOLDINGS, INC. 2014 OMNIBUS INCENTIVE PLAN, AS AMENDED
(Full title of the plans)
Paul M. Shoukry
Chief Financial Officer and Treasurer
880 Carillon Parkway
St. Petersburg, Florida 33716
(727) 567-1000
(Name and address, and telephone number, including area code, of agent for service)
Copies to:
Jonathan N. Santelli, Esq.
Executive Vice President, General Counsel and Secretary
880 Carillon Parkway
St. Petersburg, Florida 33716
(727) 567-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to each of the following Registration Statements on Form S-8 (collectively, the Prior Registration Statements) is being filed by TriState Capital Holdings, Inc. (TriState Capital) to terminate all offerings under the Prior Registration Statements and to deregister any and all securities registered but unsold as of the date hereof thereunder (note that the share numbers listed below do not take into account any applicable corporate actions, such as stock splits, that may have been taken in the interim):
1. | Registration Statement on Form S-8, File No. 333-188923, filed with the Securities and Exchange Commission (the SEC) on May 29, 2013, registering the offer and sale of 4,000,000 shares of TriState Capital common stock, no par value (Shares), issuable pursuant to the TriState Capital Holdings, Inc. 2006 Stock Option Plan. |
2. | Registration Statement on Form S-8, File No. 333-196564, filed with the SEC on June 6, 2014, registering the offer and sale of 4,000,000 Shares issuable pursuant to the TriState Capital Holdings, Inc. 2014 Omnibus Incentive Plan. |
3. | Registration Statement on Form S-8, File No. 333-249296, filed with the SEC on October 5, 2020, registering the offer and sale of 1,000,000 Shares issuable pursuant to the TriState Capital Holdings, Inc. 2014 Omnibus Incentive Plan. |
4. | Registration Statement on Form S-8, File No. 333-258511, filed with the SEC on August 5, 2021, registering the offer and sale of 800,000 Shares issuable pursuant to the TriState Capital Holdings, Inc. 2014 Omnibus Incentive Plan, as amended. |
On June 1, 2022, pursuant to the Agreement and Plan of Merger, dated October 20, 2021 (the Merger Agreement), among Raymond James Financial, Inc., Macaroon One LLC, Macaroon Two LLC and TriState Capital, Macaroon One LLC and TriState Capital merged, with TriState Capital as the surviving entity, and immediately following such merger Macaroon Two LLC and TriState Capital merged (the Mergers), with Macaroon Two LLC as the surviving entity.
In connection with the Mergers, TriState Capital has terminated any and all offerings of TriState Capitals securities pursuant to the Prior Registration Statements. Accordingly, pursuant to the undertakings made by TriState Capital in the Prior Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, this Post-Effective Amendment No. 1 hereby removes from registration all of such securities registered under the Prior Registration Statements that remain unsold as of the date of this Post-Effective Amendment No. 1.
The foregoing description of the Mergers, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is included as Exhibit 2.1 in TriState Capitals Form 8-K filed with the SEC on October 27, 2021.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Prior Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on this 27th day of June, 2022.
MACAROON TWO LLC, as successor by merger to TriState Capital Holdings, Inc. | ||
By: Raymond James Financial, Inc., its sole member | ||
By: | /s/ Jonathan N. Santelli | |
Jonathan N. Santelli | ||
Executive Vice President, General Counsel and Secretary |
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