Post-effective Amendment to an S-8 Filing (s-8 Pos)
June 24 2016 - 9:55AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 24, 2016
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File No. 333-106154
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT No. 333-106154
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOUTHCOAST FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in
Its Charter)
South Carolina
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57-1079460
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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530 Johnnie Dodds Boulevard, Mt. Pleasant,
South Carolina 29464
(843) 884-0504
(Address, Including Zip Code, and Telephone
Number,
Including Area Code, of Registrant’s
Principal Executive Offices)
Southcoast Financial Corporation 1999
Stock Option Plan
(Full titles of the Plans)
Richard D. Callicutt II
President and Chief Executive Officer
BNC Bancorp
3980 Premier Drive, Suite 210
High Point, North Carolina 27265
(336) 869-9200
(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
If the only securities
being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box.
¨
If any of the securities
being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
¨
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(c) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
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__________________
If this form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this form is a
post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
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.
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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This Post-Effective Amendment to Registration Statements on
Form S-8 shall hereafter become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933, as amended.
DEREGISTRATION OF SECURITIES
This post-effective amendment (the “Post-Effective
Amendment”) relates to the following registration statement on Form S-8 (the “Registration Statement”) of Southcoast
Financial Corporation, a South Carolina corporation (the “Company”), which was filed with the Securities and Exchange
Commission (the “SEC”): Registration Statement No. 333-106154, registering 139,755 shares of the Company’s common
stock, under the Southcoast Financial Corporation 1999 Stock Option Plan, which was filed with the SEC on June 16, 2003.
On August 14, 2015, the Company entered
into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with BNC Bancorp, a North Carolina corporation
and the holding company for Bank of North Carolina (“BNC”). On June 17, 2016, pursuant to the Merger Agreement, the
Company was merged with and into BNC, with BNC being the surviving entity (the “Merger”).
In connection with the Merger, the Company
has terminated all offerings of the Company’s securities pursuant to the Registration Statement. In accordance with an undertaking
made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities
that had been registered for issuance but remain unsold at the termination of the offerings, the Company removes from registration
any and all shares of the Company common stock that were registered for issuance and that have not been sold by the holders of
such securities through the Registration Statement as of the effective time of the Merger. The Company is filing the Post-Effective
Amendment to reflect the deregistration of such securities.
The foregoing description of the Merger,
the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified
in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s Form 8-K, filed with the SEC
on August 17, 2015.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant (as successor to Southcoast Financial Corporation) 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 to the
Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of High
Point, State of North Carolina, on this June 24, 2016.
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BNC BANCORP
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(as successor to Southcoast Financial Corporation)
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By:
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/s/ Richard D. Callicutt II
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Richard D. Callicutt II
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President and Chief Executive Officer
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Note: No other person is required to sign
this Post-Effective Amendment to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.
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