As filed with
the Securities and Exchange Commission on May 4, 2020
Registration No.
333-219886
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM
S-4
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAROLINA
FINANCIAL CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
|
6022
|
57-1039673
|
(State or other jurisdiction
of incorporation or organization)
|
(Primary Standard Industrial Classification
Code Number)
|
(I.R.S. Employer Identification
Number)
|
300 United
Center, 500 Virginia Street, East, Charleston, West Virginia 25301
(304)
424-8800
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Richard M.
Adams
United Bankshares,
Inc.
P. O. Box
393
300 United
Center
500 Virginia
Street, East
Charleston,
West Virginia 25301
(304) 424-8800
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement
of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the
registration statement.
If the securities being registered
on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction
G, check the following box o
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. o
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
|
|
þ
|
|
Accelerated filer
|
|
o
|
Non-accelerated
filer
|
|
o
|
|
Smaller reporting company
|
|
o
|
|
|
|
|
Emerging
growth company
|
|
o
|
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. o
If applicable, place an X in the
box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange
Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
|
o
|
Exchange Act Rule 14d-1(d)
(Cross-Border Third-Party Tender Offer)
|
o
|
|
|
EXPLANATORY
NOTE
DEREGISTRATION
OF SECURITIES
Pursuant
to a Registration Statement on Form S-4 (File No. 333-219886), Carolina Financial Corporation, a Delaware corporation (the “Registrant”),
filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 10, 2017, as amended on August
29, 2017 and declared effective by the Commission on August 30, 2017 (the “Registration Statement”), the Registrant
registered the issuance of up to 5,016,000 shares of its common stock, $0.01 par value per share (the “Common Stock”),
to the shareholders of First South Bancorp, Inc. (“First South”) upon the effectiveness of a merger of First South
with and into the Registrant (the “Previous Merger”). The Previous Merger was effective on November 1, 2017 and, pursuant
to the terms of the Agreement and Plan of Merger and Reorganization by and between the Registrant and First South, dated as of
June 9, 2017, the Registrant issued 4,822,540 shares of Common Stock to the former shareholders of First South in exchange for
their shares of common stock in First South.
On May 1, 2020,
pursuant to the Agreement and Plan of Merger, dated as of November 17, 2019, by and between the Registrant and United Bankshares,
Inc., a West Virginia corporation (“United”), the Registrant merged with and into United (the “Merger”),
with United continuing as the surviving corporation, and as successor in interest to the Registrant.
In connection
with the consummation of the Merger, the offering pursuant to the Registration Statement will have been terminated. Therefore,
in accordance with the undertaking made by the Registrant in the Registration Statement to remove from registration by means of
a post-effective amendment any of its securities being registered under the Registration Statement that remain unsold at the termination
of the offering, United, as successor in interest to the Registrant hereby amends the Registration Statement to deregister the
193,460 shares of Common Stock that were registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, the registrant (as successor by merger to Carolina Financial Corporation)
has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Parkersburg, State of West Virginia, on May 4, 2020. No other person is
required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities
Act of 1933, as amended.
|
|
|
|
|
United Bankshares, Inc.,
a West Virginia corporation
As successor by merger to Carolina Financial
Corporation, a Delaware corporation
|
|
|
|
|
/s/ W. Mark Tatterson
|
|
W. Mark Tatterson
|
|
Executive Vice President and
Chief Financial Officer
|
Carolina Financial (NASDAQ:CARO)
Historical Stock Chart
From Apr 2024 to May 2024
Carolina Financial (NASDAQ:CARO)
Historical Stock Chart
From May 2023 to May 2024