Post-effective Amendment to an S-8 Filing (s-8 Pos)
May 30 2018 - 11:45AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on May 30, 2018
Registration No. 333-172984
Registration No. 333-212386
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 (No.
333-172984)
POST-EFFECTIVE AMENDMENT NO. 2 (No.
333-212386)
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATLANTIC
COAST FINANCIAL CORPORATION
(Exact Name of Registrant as Specified
in Its Charter)
Maryland
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65-1310069
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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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4655 Salisbury Road
Suite 110
Jacksonville, Florida 32256
(800) 342-2824
(Address of Principal Executive Offices)
Atlantic Coast Financial Corporation
2005 Stock Option Plan
Atlantic Coast Financial Corporation
2005 Recognition and Retention Plan
Atlantic Coast Financial Corporation
Employee Stock Purchase Plan
Atlantic Coast Financial Corporation
Director Stock Purchase Plan
Atlantic Coast Bank Employees’
Savings & Profit Sharing Plan and Trust
Atlantic Coast Financial Corporation
2016 Omnibus Incentive Plan
(Full Titles of the Plans)
Edwin W. Hortman, Jr.
Executive Chairman, President and Chief Executive Officer
Ameris Bancorp
310 First Street SE
Moultrie, Georgia 31768
(Name and Address of Agent For Service)
(229) 890-1111
(Telephone Number, Including Area Code,
of Agent For Service)
Copy to:
Lori A. Gelchion, Esq.
Rogers & Hardin LLP
229 Peachtree St. N.E.
Atlanta, Georgia 30303
(404) 522-4700
(404) 525-2224 (facsimile)
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,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
¨
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Accelerated
filer
x
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Non-accelerated
filer
¨
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Smaller
reporting company
¨
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(Do
not check if a 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/ DEREGISTRATION OF
SECURITIES
This post-effective
amendment (this “Post-Effective Amendment”) relates to the following Registration Statements on Form S-8, as amended
(collectively, the “Prior Registration Statements”), filed by Atlantic Coast Financial Corporation (“Atlantic”)
with the Securities and Exchange Commission (the “SEC”), and is being filed for the sole purpose of removing from
registration any unsold shares of Atlantic’s common stock, par value $.01 per share (the “Shares”), and participation
interests previously registered under any of the Prior Registration Statements:
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1.
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Registration Statement No. 333-172984,
filed with the SEC on March 22, 2011, registering: 116,034 Shares issuable upon exercise
of options granted under the Atlantic Coast Financial Corporation 2005 Stock Option Plan
(the “2005 Stock Option Plan”), 20,422 Shares issuable upon exercise of options
available for grant under the 2005 Stock Option Plan, 8,975 Shares subject to vesting
or issuable under the Atlantic Coast Financial Corporation 2005 Recognition and Retention
Plan, 117,600 Shares issuable under the Atlantic Coast Financial Corporation Employee
Stock Purchase Plan, 117,600 Shares issuable under the Atlantic Coast Financial Corporation
Director Stock Purchase Plan, and an indeterminate amount of participation interests
issuable under the Atlantic Coast Bank Employees’ Savings & Profit Sharing
Plan and Trust (the “Plan”); and
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2.
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Registration Statement No. 333-212386,
filed with the SEC on July 1, 2016, and amended by Post-Effective Amendment No. 1 thereto
filed with the SEC on July 6, 2016, registering 500,000 Shares issuable under the Atlantic
Coast Financial Corporation 2016 Omnibus Incentive Plan.
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On May 25, 2018, pursuant
to an Agreement and Plan of Merger, dated as of November 16, 2017, between Ameris Bancorp (“Ameris”) and Atlantic
(the “Merger Agreement”), Atlantic merged with and into Ameris, with Ameris being the surviving company (the “Merger”).
Immediately following the Merger, Atlantic Coast Bank, a Florida banking corporation that was wholly owned by Atlantic before
the Merger and the Plan administrator, was merged with and into Ameris Bank, a Georgia banking corporation and wholly owned subsidiary
of Ameris.
In connection with
the Merger, Atlantic has terminated all offerings of its securities under the Prior Registration Statements. In accordance with
the undertakings made by Atlantic in the Prior Registration Statements to remove from registration, by means of a post-effective
amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offerings,
this Post-Effective Amendment hereby removes from registration all of such securities registered under the Prior Registration
Statements but not sold under the Prior Registration Statements. Atlantic is filing this 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 Atlantic’s Current Report Form
8-K filed with the SEC on November 17, 2017.
SIGNATURES
The Registrant
.
Pursuant to the requirements of the Securities Act of 1933, and Rule 478 thereunder, 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
to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Moultrie, State of Georgia, on May 30, 2018.
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ATLANTIC
COAST FINANCIAL CORPORATION
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By:
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AMERIS
BANCORP
, as successor by merger to Atlantic Coast Financial Corporation
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By:
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/s/
Nicole S. Stokes
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Nicole S. Stokes
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Executive Vice President
and Chief Financial Officer
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Note: No other person is required to
sign this Post-Effective Amendment to the Registration Statements on Form S-8 in reliance on Rule 478 of the Securities Act
of 1933, as amended.
The Plan
.
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plan) have 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 Moultrie, State of Georgia, on May 30, 2018.
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ATLANTIC
COAST BANK EMPLOYEES’ SAVINGS & PROFIT SHARING PLAN AND TRUST
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By:
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ATLANTIC
COAST BANK
, as Plan administrator
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By:
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AMERIS
BANK
, as successor by merger to Atlantic Coast Bank
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By:
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/s/
Nicole S. Stokes
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Nicole S. Stokes
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Chief Financial Officer
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