UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): November 18, 2019
SILVERGATE CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Maryland | 001-39123 | 33-0227337 | ||
(State or other jurisdiction of | (Commission file number) | (IRS Employer | ||
incorporation or organization) | Identification No.) |
4250 Executive Square, Suite 300, La Jolla, CA 92037
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:(858)362-6300
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligations 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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-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. ☒
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
Class A Common Stock, par value $0.01 per share | SI | New York Stock Exchange |
ITEM 7.01. REGULATION FD DISCLOSURE.
On November 18, 2019, Silvergate Capital Corporation (the “Company”) issued a press release announcing that the underwriters of the Company’s initial public offering that closed on November 12, 2019 exercised in full their option to purchase an additional 499,999 shares of Class A common stock (the “Additional Shares”) from the selling shareholders (defined below). The sale of Additional Shares closed on November 15, 2019. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form8-K.
Information contained in Item 7.01 of this Current Report on Form8-K, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, as amended, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
ITEM 8.01. OTHER EVENTS.
On November 15, 2019, pursuant to the terms of the underwriting agreement, dated as of November 6, 2019 (the “Underwriting Agreement”), by and among the Company, the shareholders of the Company named therein (collectively, the “Selling Shareholders”), and Barclays Capital Inc. and Keefe, Bruyette & Woods, Inc., acting as representatives of the underwriters named therein (the “Underwriters”), the Underwriters exercised in full their option to purchase the Additional Shares from the Selling Shareholders. The Company completed the sale of the Additional Shares on November 15, 2019.
The Company did not receive any proceeds from the sale of the Additional Shares.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit Number |
| Description | ||
99.1 |
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SIGNATURES
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.
SILVERGATE CAPITAL CORPORATION | ||||||
Dated: November 18, 2019 | By: | /s/ Alan J. Lane | ||||
Alan J. Lane President and Chief Executive Officer |
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