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
Date of Report (Date of earliest event reported): December 14, 2005
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Illinois
|
|
0-21923
|
|
36-3873352 |
| (State or other jurisdiction of
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.) |
| Incorporation) |
|
|
|
|
| |
|
|
| 727 North Bank Lane
|
|
60045 |
| Lake Forest, Illinois
|
|
(Zip Code) |
| (Address of principal |
|
|
| executive offices) |
|
|
Registrant’s telephone number, including area code (847) 615-4096
Not Applicable
(Former name or former address, if changed since last year)
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:
| |
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| |
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| |
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| |
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement.
On December 14, 2005, Wintrust Financial Corporation (the “Company”) entered into an Amended
and Restated Confirmation (the “Amended Confirmation”) with RBC Capital Markets Corporation as
agent for Royal Bank of Canada (“RBC”), which amended certain terms of the forward sale agreement
dated December 14, 2004 between the Company and RBC. The amendment was entered into for the sole
purpose of extending the maturity date for the 200,000 shares of the Company’s
common stock that remain subject to the forward sale agreement from December 17, 2005 until December 17, 2006.
A copy of the Amended Confirmation is attached hereto as Exhibit 10.1 and is
incorporated by reference herein.
|
|
|
| Item 2.03. |
|
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
| |
|
|
| Exhibit No. |
|
Description |
10.1
|
|
Amended and Restated Confirmation, dated as of December 14, 2005, between Wintrust
Financial Corporation and RBC Capital Markets Corporation as agent for Royal Bank of
Canada. |