As filed with the Securities and Exchange
Commission on October 23, 2017
Registration No. 333-16335
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST SOUTH BANCORP, INC.
(Exact name of registrant as specified in
its charter)
Virginia
(State or other jurisdiction of incorporation
or organization)
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6022
(Primary Standard Industrial Classification
Code Number)
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56-1999749
(I.R.S. Employer Identification Number)
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1311 Carolina Avenue
Washington, North Carolina 27889
(252) 946-4178
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(Address, including zip code, and telephone
number, including area code,
of registrant’s principal executive
offices)
Bruce W. Elder
President and Chief Executive Officer
First South Bancorp, Inc.
1311 Carolina Avenue
Washington, North Carolina 27889
(252) 946-4178
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
Todd H. Eveson
Jonathan A. Greene
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, NC 27607
Telephone: (919) 781-4000
Approximate date of commencement of
proposed sale to the public:
Not applicable.
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, 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.
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If this Form is a post-effective amendment
filed pursuant to Rule 462(c) 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.
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If this Form is a post-effective amendment
filed pursuant to Rule 462(d) 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.
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Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check one)
Large accelerated filer
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Accelerated filer
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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.
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DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 relates
to the Registration Statement on Form S-1 of First South Bancorp, Inc. (“
FSBK
”), formerly known as NewSouth
Bancorp, Inc., a Virginia corporation and the holding company for First South Bank, filed with the Securities and Exchange Commission
on November 18, 1996 (as amended by Pre-Effective Amendment No. 1 filed on January 21, 1997 and Pre-Effective Amendment No. 2 filed
on February 7, 1997) and declared effective on February 11, 1997 (Registration No. 333-16335) (the “
Registration Statement
”),
registering up to 2,909,500 shares of common stock, par value $0.01 per share (the “
Common Stock
”). FSBK is
filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister any and all shares of the Common Stock that
remain unsold under the Registration Statement.
On June 9, 2017, FSBK entered into an Agreement
and Plan of Merger and Reorganization (the “
Merger Agreement
”) with Carolina Financial Corporation (“
CARO
”),
a Delaware corporation and the holding company for CresCom Bank. The merger is expected to close in the fourth quarter of 2017.
Upon the closing of the merger, FSBK will merge with and into CARO, with CARO as the surviving corporation, and First South Bank,
a North Carolina state-chartered bank, will merge 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, FSBK has
terminated all offerings of the Common Stock pursuant to the Registration Statement. In accordance with an undertaking made by
FSBK 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, FSBK hereby removes and withdraws from registration
any and all shares of the Common Stock originally reserved under the Registration Statement which are unsold as of the date hereof.
The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such shares of Common Stock.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant 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 Washington, State of North Carolina, as of this 23
rd
day of October, 2017.
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first south bancorp, Inc.
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By:
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/s/ Bruce W. Elder
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Bruce W. Elder
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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 No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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