Post-effective Amendment to Registration Statement (pos Am)

As filed with the Securities and Exchange Commission on August 30, 2013

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3 REGISTRATION NUMBER 333-180542

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3 REGISTRATION NUMBER 333-41736

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3 REGISTRATION NUMBER 333-76611

UNDER

THE SECURITIES ACT OF 1933

FIRST M&F CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Mississippi

(State or Other Jurisdiction of Incorporation or Organization)

64-0636653

(I.R.S. Employer Identification Number)

134 West Washington Street

Kosciusko, Mississippi 39090

(662) 289-5121

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

John G. Copeland

Chief Financial Officer

134 West Washington Street

Kosciusko, Mississippi 39090

(662) 289-5121

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent For Service)

Copy To:

Craig N. Landrum

J. Andrew Gipson

Jones Walker LLP

190 E. Capitol Street, Suite 800

Jackson, Mississippi 39201

(601) 949-4789

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company ý

(Do not check if a smaller reporting company)

TERMINATION OF REGISTRATION

These Post-Effective Amendments relate to the following Registration Statements on Form S-3 (the “Registration Statements”), filed by First M&F Corporation, a Mississippi corporation (the “Company”) with the Securities and Exchange Commission:

•

Registration No. 333-180542 filed on Form S-3 on April 12, 2012, which registered on a delayed or continuous basis the offering of 1) a Warrant (“Warrant”) to puchase shares of the Company’s common stock, $5.00 par value (“Common Stock”), 2) 513,113 shares of Common Stock underlying the Warrant, and 3) 37,800,000 shares of Common Stock;

•

Registration No. 333-41736 filed on Form S-3 on July 17, 2000, which registered for resale by selling securitholders 124,326 shares of Common Stock; and

•

Registration No. 333-76611 filed on Form S-3D on April 20, 1999, which registered the offering of 100,000 shares of Common Stock through the Company’s Dividend Reinvestment and Stock Purchase Plan.

On February 6, 2013, the Company entered into an Agreement and Plan of Merger with Renasant Corporation, a Mississippi corporation (“Renasant”), pursuant to which the Company will merge with and into Renasant (the “Merger”), with Renasant continuing as the surviving corporation following the Merger.

In connection with the pending Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including offerings pursuant to the Registration Statements. Accordingly, the Company is filing these Post-Effective Amendments to the Registration Statements pursuant to Rule 478 under the Securities Act of 1933, as amended, to hereby terminate the effectiveness of the Registration Statements and to remove from registration any of the securities registered for issuance under the Registration Statements that remain unsold under the above listed Registration Statements as of the filing date of these Post-Effective Amendments.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kosciusko, state of Mississippi, on this 30 th day of August, 2013.

FIRST M&F CORPORATION

By: /s/ Hugh S. Potts, Jr.

Hugh S. Potts, Jr.

Chief Executive Officer

By: /s/ John G. Copeland

John G. Copeland

Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments to the Registration Statements have been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Hugh S. Potts, Jr.	Director and CEO
Hugh S. Potts, Jr.	(Principal Executive Officer)	August 30, 2013

/s/ John G. Copeland	Chief Financial Officer	August 30, 2013
John G. Copeland	(Principal Financial Officer and Principal Accounting Officer)

/s/ Scott M. Wiggers	Director	August 30, 2013
Scott M. Wiggers

/s/ Hollis C. Cheek	Lead Director	August 30, 2013
Hollis C. Cheek

/s/ Jon A. Crocker	Director	August 30, 2013
Jon A. Crocker

/s/ James D. Frerer	Director	August 30, 2013
James D. Frerer

/s/ Julie B. Taylor	Director	August 30, 2013
Julie B. Taylor

/s/ John Clark Love, III	Director	August 30, 2013
John Clark Love, III

/s/ Eddie J. Briggs	Director	August 30, 2013
Eddie J. Briggs

/s/ Lawrence D. Terrell	Director	August 30, 2013
Lawrence D. Terrell

/s/ Otho E. Pettit, Jr.	Director	August 30, 2013
Otho E. Pettit, Jr.

/s/ Samuel B. Potts	Director	August 30, 2013
Samuel B. Potts

/s/ Michael K. Heidelberg	Director	August 30, 2013
Michael K. Heidelberg

/s/ Lawrence D. Terrell, Jr.	Director	August 30, 2013
Lawrence D. Terrell, Jr.

/s/ Jeffrey B. Lacey	Director	August 30, 2013
Jeffrey B. Lacey

/s/ James I. Tims	Director	August 30, 2013
James I. Tims