As filed with the Securities and Exchange Commission on June 24, 2016

File No. 333-106154

 

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 57-1079460

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification Number)

 

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. ¨ __________________

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. ¨

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 ¨   Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company x

 

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.

 

  BNC BANCORP  
  (as successor to Southcoast Financial Corporation)
       
       
  By: /s/ Richard D. Callicutt II  
    Richard D. Callicutt II  
    President and Chief Executive Officer  

 

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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