Hilltop (HTH) S-8Registration of securities for employees
Filed: 8 Aug 22, 5:10pm
As filed with the Securities and Exchange Commission on August 8, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Hilltop Holdings Inc.
(Exact name of registrant as specified in its charter)
Maryland | 84-1477939 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
6565 Hillcrest Avenue Dallas, Texas |
75205 | |
(Address of principal executive offices) | (Zip Code) |
Hilltop Holdings Inc. Employee Stock Purchase Plan
(Full title of the plan)
Corey G. Prestidge
Executive Vice President, General Counsel & Secretary
6565 Hillcrest Avenue
Dallas, Texas 75205
(Name and address of agent for service)
(214) 855-2177
(Telephone number, including area code, of agent for service)
Copies to:
Greg R. Samuel Matthew L. Fry |
Haynes and Boone, LLP |
2323 Victory Avenue, Suite 700 |
Dallas, Texas 75219 |
Telephone: (214) 651-5000 |
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 x | 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
Hilltop Holdings Inc. (the “Company,” “we,” “our” or “us”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) for the purpose of registering additional shares of our common stock, par value $0.01 (“Common Stock”), under the Hilltop Holdings Inc. Employee Stock Purchase Plan (the “ESPP”), which shares of Common Stock are in addition to the shares of Common Stock registered on our Registration Statement on Form S-8 (File No. 333-240090) filed with the Commission on July 24, 2020 (the “Prior Form S-8”). The contents of the Prior Form S-8 are incorporated by reference into this Registration Statement pursuant to General Instruction E, except that the provisions contained in Part II of the Prior Form S-8 are modified as set forth in this Registration Statement.
The Company is filing this Registration Statement to register an additional 800,000 shares of Common Stock authorized for issuance under the terms and conditions of the ESPP pursuant to the First Amendment to the Hilltop Holdings Inc. Employee Stock Purchase Plan, as approved at the annual meeting of the Company’s stockholders on July 21, 2022.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference |
The Commission allows us to “incorporate by reference” certain information we have filed with the Commission into this Registration Statement, which means that we are disclosing important information to you by referring you to other information we have filed with the Commission. The information we incorporate by reference is considered part of this Registration Statement. We specifically are incorporating by reference the following documents filed with the Commission, excluding any information in a report or document that is furnished and not deemed “filed” pursuant to applicable rules and regulations of the Commission:
(b) | the portions of our Definitive Proxy Statement on Schedule 14A, filed with the Commission on May 2, 2022, that were incorporated by reference into the Annual Report; |
(c) | our Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2022, filed with the Commission on April 25, 2022, and for the quarterly period ended June 30, 2022, filed with the Commission on July 25, 2022; |
(d) | our Current Reports on Form 8-K filed with the Commission on January 27, 2022 (solely with respect to Item 8.01), April 5, 2022, April 21, 2022 (solely with respect to Item 8.01), July 21, 2022 (solely with respect to Item 8.01) and July 22, 2022; and |
(e) | the description of our Common Stock, which is contained in the Description of Securities filed as Exhibit 4.7 to the Annual Report. |
All reports and definitive proxy or information statements subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, but excluding information furnished to, rather than filed with, the Commission, shall be deemed to be incorporated by reference herein and to be a part hereof from the date such documents are filed.
Any statement contained herein or in any document incorporated or deemed to be incorporated by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any other subsequently filed document which also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.
1
Notwithstanding the foregoing, no information is incorporated by reference in this Registration Statement where such information under applicable forms and regulations of the Commission is not deemed to be “filed” under Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the report or filing containing such information indicates that the information therein is to be considered “filed” under the Exchange Act or is to be incorporated by reference in this Registration Statement.
Item 8. | Exhibits |
* Filed herewith.
2
Pursuant to the requirements of the Securities Act of 1933, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Dallas, Texas, on August 8, 2022.
HILLTOP HOLDINGS INC. | ||
By: | /s/ COREY G. PRESTIDGE | |
Name: Corey G. Prestidge | ||
Title: Executive Vice President, General Counsel and Secretary |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jeremy B. Ford and Corey G. Prestidge as his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement (any of which amendments may make such changes and additions to this Registration Statement as such attorneys-in-fact may deem necessary or appropriate) and to file the same, with all exhibits thereto, and any other documents that may be required in connection therewith, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
Signature | Capacity in which Signed | Date | ||
/s/ JEREMY B. FORD | President, Chief Executive Officer and Director | August 8, 2022 | ||
Jeremy B. Ford | (Principal Executive Officer) | |||
/s/ William B. Furr | Chief Financial Officer | August 8, 2022 | ||
William B. Furr | (Principal Financial Officer) | |||
/s/ KEITH E. BORNEMANN | Executive Vice President, Chief Accounting Officer | August 8, 2022 | ||
Keith E. Bornemann | (Principal Accounting Officer) | |||
/s/ Rhodes Bobbitt | Director | August 8, 2022 | ||
Rhodes Bobbitt | ||||
/s/ TRACY A. BOLT | Director | August 8, 2022 | ||
Tracy A. Bolt | ||||
/s/ J. TAYLOR CRANDALL | Director | August 8, 2022 | ||
J. Taylor Crandall | ||||
/s/ HILL A. FEINBERG | Director | August 8, 2022 | ||
Hill A. Feinberg | ||||
/s/ GERALD J. FORD | Chairman of the Board | August 8, 2022 | ||
Gerald J. Ford | ||||
Director | ||||
J. Markham Green | ||||
/s/ William T. Hill, Jr. | Director | August 8, 2022 | ||
William T. Hill, Jr. | ||||
Director | ||||
Charlotte Jones | ||||
Director | ||||
Lee Lewis | ||||
Director | ||||
Andrew J. Littlefair | ||||
/s/ THOMAS C. NICHOLS | Director | August 8, 2022 | ||
Thomas C. Nichols | ||||
Director | ||||
W. Robert Nichols, III | ||||
/s/ KENNETH D. RUSSELL | Director | August 8, 2022 | ||
Kenneth D. Russell | ||||
Director | ||||
A. Haag Sherman | ||||
/s/ JONATHAN S. SOBEL | Director | August 8, 2022 | ||
Jonathan S. Sobel | ||||
/s/ ROBERT TAYLOR, JR. | Director | August 8, 2022 | ||
Robert Taylor, Jr. | ||||
Director | ||||
Carl B. Webb |