Post-effective Amendment to an S-8 Filing (s-8 Pos)
November 17 2017 - 2:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC
20549
POST-EFFECTIVE
AMENDMENT NO. 3 TO
FORM S-8 REGISTRATION
STATEMENT NO. 333-49759
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
FIRST SOUTH
BANCORP, INC.
(Exact name of registrant as specified in its
charter)
Virginia
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56-1999749
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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1311 Carolina Avenue
Washington, NC 27889
(Address of Principal Executive Offices and
Zip Code)
FIRST SOUTH
BANCORP, INC. MANAGEMENT RECOGNITION PLAN
FIRST SOUTH
BANCORP, INC. 1997 STOCK OPTION PLAN
(Full title of the plan)
Jerold L. Rexroad
Carolina Financial Corporation
President and Chief Executive Officer
288 Meeting Street
Charleston, South Carolina 29401
(843) 723-7700
(Name, Address, and Telephone Number, Including
Area Code, of Agent for Service)
Copies of all communications, including communications
sent to the Agent for Service, requested to:
B.T. Atkinson, Esq.
Nelson Mullins Riley & Scarborough LLP
One Wells Fargo Center
301 South College Street
23
rd
Floor
Charlotte, NC 28202
Telephone: (704) 417-3039
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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¨
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Accelerated filer
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ý
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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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¨
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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
This Post-Effective Amendment No. 3 relates
to the Registration Statement on Form S-8 of First South Bancorp, Inc. (“
First South
”), a Virginia corporation
and the holding company for First South Bank, originally filed with the Securities and Exchange Commission (the “
SEC
”)
by NewSouth Bancorp, Inc. (“
NewSouth
”), a Delaware corporation and predecessor company to First South, on April
9, 1998 (Registration No. 333-49759) (the “
Registration Statement
”), registering 116,380 shares of common stock,
par value $0.01 per share, of NewSouth (“
Common Stock
”) reserved for issuance and delivery under the NewSouth
Bancorp, Inc. Management Recognition Plan and 290,950 shares of Common Stock reserved for issuance and delivery under the NewSouth
Bancorp, Inc. 1997 Stock Option Plan, as such amounts may be increased in accordance with such plan in the event of a merger, consolidation,
recapitalization, stock dividend, stock split, or similar event involving NewSouth.
On April 1, 1999, NewSouth filed a
Post-Effective Amendment No. 1 to the Registration Statement following the change in the state of incorporation of NewSouth
from Delaware to Virginia. On March 14, 2000, NewSouth amended its Articles of Incorporation to change its name to First
South. On July 21, 2000, First South filed a Post-Effective Amendment No. 2 to the Registration Statement, registering an
additional 350,923 shares of Common Stock issuable under the First South Bancorp, Inc. 1997 Stock Option Plan (formerly the
NewSouth Bancorp, Inc. 1997 Stock Option Plan) in connection with an amendment of such plan to increase the number of shares
issuable thereunder. Following Post-Effective Amendment No. 2 to the Registration Statement, the number of shares registered
and reserved for issuance and delivery under the First South Bancorp, Inc. Management Recognition Plan (formerly the NewSouth
Bancorp, Inc. Management Recognition Plan) was 174,750 shares, as adjusted for the 50% stock dividend paid on August 19,
1998), and the number of shares registered and reserved for issuance and delivery under the First South Bancorp, Inc. 1997
Stock Option Plan was 787,348 shares, as adjusted for the 50% stock dividend paid on August 19, 1998 and the increase in the
number of shares issuable thereunder by 350,923 shares from 436,425 to 787,348). On March 31, 2003, First South filed a
Registration Statement on Form S-8 (Registration No. 333-104144), registering again the 350,923 additional shares of Common
Stock issuable under the First South Bancorp, Inc. 1997 Stock Option Plan, as amended.
On June 9, 2017, First South entered into
an Agreement and Plan of Merger and Reorganization (the “
Merger Agreement
”) with Carolina Financial Corporation
(“
Carolina Financial
”), a Delaware corporation and the holding company for CresCom Bank. Effective as of November
1, 2017, First South merged with and into Carolina Financial, with Carolina Financial as the surviving corporation, and First South
Bank, a North Carolina state-chartered bank, also merged with and into CresCom Bank, a South Carolina state-chartered bank, with
CresCom Bank surviving the merger and continuing its corporate existence.
In connection with the merger, First South
has terminated all offerings of its Common Stock pursuant to the Registration Statement. In accordance with an undertaking made
by First South 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 offering, First South hereby removes from registration
any and all shares of Common Stock originally reserved under the First South Bancorp, Inc. Management Recognition Plan and the
First South Bancorp, Inc. 1997 Stock Option Plan that are unsold as of the date hereof.
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 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Charleston, State of South Carolina, as of
this 17th day of November, 2017.
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CAROLINA FINANCIAL CORPORATION
,
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(successor by merger to First South Bancorp, Inc.)
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By:
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/s/ Jerold L. Rexroad
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Jerold L. Rexroad
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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 Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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