Post-effective Amendment to an S-8 Filing (s-8 Pos)
March 04 2022 - 3:55PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on March 4, 2022
Registration No. 333-207720
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
REGISTRATION STATEMENT NO. 333-207720
UNDER
THE SECURITIES ACT OF 1933
ATLANTIC CAPITAL BANCSHARES, INC.
(SOUTHSTATE CORPORATION, AS SUCCESSOR BY MERGER
TO ATLANTIC CAPITAL BANCSHARES, INC.)
(Exact name of registrant as specified in its charter)
Georgia |
20-5728270 |
(State or other jurisdiction
of incorporation or organization)
945 East Paces Ferry Rd. NE, Suite 1600
Atlanta, Georgia
(Address of Principal Executive Offices) |
(I.R.S. Employer
Identification No.)
30326
(Zip Code)
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Atlantic Capital Bancshares, Inc. 2015 Stock
Incentive Plan
Atlantic Capital Bancshares, Inc. 2006 Stock
Incentive Plan
(Full title of the plan)
Beth S. DeSimone
Executive Vice President, Chief Risk Officer
and General Counsel
SouthState Corporation
as successor by merger to Atlantic Capital Bancshares,
Inc.
1101 First Street South
Winter Haven, Florida 33880
(863) 293-4710
(Name, address and telephone number, |
including area code, of agent for service)
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 |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 the
following Registration Statement on Form S-8 (the “Prior Registration Statement”) is being filed by Atlantic Capital
Bancshares, Inc. (the “Registrant” or “Atlantic Capital”) to terminate all offerings under the Prior Registration
Statement and to deregister any and all shares of Atlantic Capital common stock, no par value per share (the “Shares”), together
with any and all plan interests and other 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):
| • | Registration Statement on Form S-8, File No. 333-207720, filed with the Securities and Exchange Commission on November 2, 2015, pertaining to the registration of an aggregate of 7,000,000 Shares authorized for issuance under (i) the Atlantic
Capital Bancshares 2015 Stock Incentive Plan (the “2015 Plan”), (ii) the Atlantic Capital Bancshares 2006 Stock Incentive
Plan (the “2006 Plan”), and an additional 1,000,000 Shares for estimated forfeitures that may become available for issuance
under the terms of the 2015 Plan. |
On July 22, 2021, the Registrant entered
into an Agreement and Plan of Merger (the “Merger Agreement”) with SouthState Corporation (“SouthState”), pursuant
to which, on March 1, 2022, the Registrant merged with and into SouthState, with SouthState continuing as the surviving corporation (the
“Merger”). In connection with the Merger, the Registrant has terminated all offerings of the Registrant’s securities
pursuant to the Prior Registration Statement. Accordingly, pursuant to the undertakings made by the Registrant in the Prior Registration
Statement 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 Statement that remain unsold as of the date of this Post-Effective Amendment No. 1.
SIGNATURES
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 Post-Effective Amendment No. 1 to the Prior Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Winter Haven, State of Florida, on the date or dates indicated below.
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SOUTHSTATE CORPORATION
(as successor by merger to Atlantic Capital Bancshares, Inc.)
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March 4, 2022 |
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By: /s/ John C. Corbett |
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John C. Corbett |
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Chief Executive Officer |
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