Post-effective Amendment to an S-8 Filing (s-8 Pos)
January 10 2020 - 4:03PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on January 10, 2020
Registration No. 333-213203
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 to:
Form S-8 Registration Statement No. 333-213203
UNDER
THE SECURITIES ACT OF 1933
CAROLINA TRUST BANCSHARES, INC.
(Exact name of registrant as specified in its
charter)
North Carolina
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81-2019652
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(State or other jurisdiction of incorporation or organization)
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(I.R.S Employer Identification No.)
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901 East Main Street, Lincolnton, North Carolina
28092
(Address of Principal Executive Offices) (Zip
Code)
CAROLINA TRUST BANK 2001 INCENTIVE STOCK
OPTION PLAN
CAROLINA TRUST BANK 2005 INCENTIVE STOCK
OPTION PLAN
CAROLINA TRUST BANK 2005 NONSTATUTORY STOCK
OPTION PLAN
CAROLINA COMMERCE BANK EMPLOYEE STOCK OPTION
PLAN
CAROLINA COMMERCE BANK DIRECTOR STOCK OPTION
PLAN
(Full title of the plan)
Jerold L. Rexroad
President and Chief Executive Officer
Carolina Financial Corporation
288 Meeting Street
Charleston, South Carolina 29401
(Name and address of agent for service)
(843) 723-7700
(Telephone number, including area code, of agent
for service)
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
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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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¨
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Smaller reporting company
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þ
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Emerging growth company
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¨
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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 No. 1 relates
to the Registration Statement on Form S-8, File No. 333-213203 (the “Registration Statement”), of Carolina Trust BancShares,
Inc., a North Carolina corporation (the “Registrant”), filed with the U.S. Securities and Exchange Commission on August
19, 2018, registering 187,562 shares of common stock, $2.50 Par Value Per Share, under the following plans:
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·
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Carolina Trust Bank 2001 Incentive Stock Option Plan;
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·
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Carolina Trust Bank 2005 Incentive Stock Option Plan;
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·
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Carolina Trust Bank 2005 Nonstatutory Stock Option Plan;
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·
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Carolina Commerce Bank Employee Stock Option Plan (previously assumed by the Registrant’s wholly-owned subsidiary, Carolina
Trust Bank (the “Bank”), in connection with its October 2009 merger with Carolina Commerce Bank); and
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·
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Carolina Commerce Bank Director Stock Option Plan (previously assumed by the Bank in connection with its October 2009 merger
with Carolina Commerce Bank).
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On December 31, 2019, pursuant to the Agreement
and Plan of Merger and Reorganization, dated as of July 15, 2019, by and between the Registrant and Carolina Financial Corporation,
a Delaware corporation (“Carolina Financial”), the Registrant merged with and into Carolina Financial (the “Merger”),
with Carolina Financial continuing as the surviving corporation, and as successor in interest to the Registrant.
As a result of the Merger, the Registrant terminates
any and all offerings of its securities pursuant to the Registration Statement and deregisters any and all securities registered
but unsold under the Registration Statement, if any, in accordance with an undertaking made by the Registrant in the Registration
Statement 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 offering. The Registration Statement is hereby amended, as appropriate, to
reflect the deregistration of such securities.
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 on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charleston, State of South Carolina,
on January 10, 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.
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Carolina Financial Corporation, a Delaware corporation
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As successor by merger to Carolina Trust BancShares, Inc., a North Carolina corporation
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By:
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/s/ William A. Gehman, III
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Name:
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William A. Gehman, III
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Title:
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Executive Vice President and Chief Financial Officer
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