As filed with the Securities and Exchange Commission on February 15, 2013
Registration No. 333-76575
Registration No. 333-87659
Registration No. 333-71910
Registration No. 333-106621
Registration No. 333-143806
Registration No. 333-158410
Registration No. 333-174691
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-76575
POST-EFFECTIVE AMENDMENT
NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-87659
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-71910
POST-EFFECTIVE AMENDMENT
NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-106621
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-143806
POST-EFFECTIVE AMENDMENT
NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-158410
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-174691
BANCTRUST
FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Alabama
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63-0909434
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification Number)
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107 St. Francis Street, Suite 3100
Mobile, Alabama 36602
(251) 431-7800
(Address, including zip code, and telephone number,
including area code, of Registrants principal executive offices)
SOUTH ALABAMA
BANCORPORATION 1993 INCENTIVE COMPENSATION PLAN
BANCTRUST FINANCIAL GROUP, INC. EMPLOYEE SAVINGS AND PROFIT SHARING PLAN
SOUTH ALABAMA BANCORPORATION, INC. 2001 INCENTIVE COMPENSATION PLAN
AMENDED AND RESTATED DIRECTORS DEFERRED COMPENSATION PLAN
BANCTRUST FINANCIAL GROUP, INC. 2011 INCENTIVE COMPENSATION PLAN
(Full
titles of the plans)
F. Michael
Johnson
Secretary and Chief Financial Officer
BancTrust Financial Group, Inc.
107 St. Francis Street, Suite 3100
Mobile, Alabama 36602
(251) 431-7800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brooks P. Milling, Esq.
Hand Arendall LLC
P.O. Box 123
Mobile, Alabama 36602
(251) 432-5511
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 (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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¨
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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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EXPLANATORY NOTE:
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments No. 1 to Registration Statements on Form S-8 relate to the following Registration Statements of BancTrust Financial Group, Inc., an Alabama corporation (the
Registrant), on Form S-8 (collectively, the Registration Statements) filed by the Registrant with the Securities and Exchange Commission (the SEC).
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Registration Statement No. 333-76575, registering 300,000 shares of the Registrants common stock, $0.01 par value (Common
Stock), and an indeterminable number of additional shares under the South Alabama Bancorporation 1993 Incentive Compensation Plan.
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Registration Statement No. 333-87659, registering 150,000 shares of Common Stock and an indeterminable number of additional shares under the South
Alabama Bancorporation 1993 Incentive Compensation Plan.
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Registration Statement No. 333-71910, registering 250,000 shares of Common Stock and an indeterminable number of additional shares under the South
Alabama Bancorporation 2001 Incentive Compensation Plan.
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Registration Statement No. 333-106621, registering 300,000 shares of Common Stock and an indeterminable amount of interests under the BancTrust
Financial Group, Inc. Employee Savings and Profit Sharing Plan.
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Registration Statement No. 333-143806, registering 250,000 shares of Common Stock and an indeterminable number of additional shares under the
South Alabama Bancorporation, Inc. 2001 Incentive Compensation Plan.
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Registration Statement No. 333-158410, registering 500,000 shares of Common Stock and an indeterminable number of additional shares under the
Amended and Restated Directors Deferred Compensation Plan.
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Registration Statement No. 333-174691, registering 500,000 shares of Common Stock and an indeterminable number of additional shares under the
BancTrust Financial Group, Inc. 2011 Incentive Compensation Plan.
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On February 15, 2013, pursuant to an
Agreement and Plan of Merger, dated as of May 28, 2012 and amended as of October 5, 2012 (collectively, the Merger Agreement), by and among the Registrant and Trustmark Corporation (Trustmark), the Registrant will
be merged with and into Trustmark with Trustmark continuing as the surviving corporation (the Merger). As a result of the transactions contemplated by the Merger Agreement, the Registrant has terminated all offerings of the
Registrants securities pursuant to the Registration Statements.
Accordingly, the Registrant hereby terminates the
effectiveness of the Registration Statements and, in accordance with an undertaking made by the Registrant in Part II of each 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 offering, removes from registration any and all securities of the Registrant that had been registered for issuance but remain unsold under the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing these
Post-Effective Amendments No. 1 to the Registration Statements on Form S-8 and has duly caused these Post-Effective Amendments No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Mobile, State
of Alabama, on February 15, 2013.
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BANCTRUST FINANCIAL GROUP, INC.
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By:
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/s/ F. Michael Johnson
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Name:
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F. Michael Johnson
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Title:
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Executive Vice President, Chief Financial
Officer and Secretary
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ W. Bibb Lamar, Jr.
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President & Chief Executive Officer and Director
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February 15, 2013
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W. Bibb Lamar, Jr.
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(Principal Executive Officer)
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/s/ F. Michael Johnson
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Executive Vice President, CFO and Secretary
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February 15, 2013
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F. Michael Johnson
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(Principal Financial and Accounting Officer)
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/s/ Tracy T. Conerly
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Director
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February 15, 2013
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Tracy T. Conerly
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/s/ Stephen G. Crawford
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Director
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February 15, 2013
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Stephen G. Crawford
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/s/ David C. De Laney
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Director
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February 15, 2013
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David C. De Laney
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/s/ Robert M. Dixon, Jr.
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Director
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February 15, 2013
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Robert M. Dixon, Jr.
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/s/ Broox G. Garrett, Jr.
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Director
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February 15, 2013
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Broox G. Garrett, Jr.
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Director
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Carol F. Gordy
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Director
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Barry E. Gritter
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Director
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James M. Harrison, Jr.
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/s/ Clifton C. Inge, Jr.
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Director
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February 15, 2013
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Clifton C. Inge, Jr.
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/s/ Kenneth S. Johnson
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Director
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February 15, 2013
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Kenneth S. Johnson
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/s/ John H. Lewis, Jr.
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Director
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February 15, 2013
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John H. Lewis, Jr.
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/s/ Harris V. Morrissette
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Director
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February 15, 2013
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Harris V. Morrissette
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/s/ Mary Ann Patterson
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Director
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February 15, 2013
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Mary Ann Patterson
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/s/ Paul D. Owens
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Director
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February 15, 2013
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Paul D. Owens
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Director
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Peter C. Sherman
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/s/ Dennis A. Wallace
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Director
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February 15, 2013
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Dennis A. Wallace
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