Post-effective Amendment to an S-3d Filing (s-3dpos)
February 15 2013 - 5:17PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 15, 2013
Registration No. 333-115129
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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)
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
Approximate date of commencement of proposed sale to the
public: Not applicable
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box.
x
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, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
¨
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.
¨
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
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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DEREGISTRATION OF SECURITIES
On May 4, 2004, BancTrust Financial Group, Inc. (the Registrant), filed with the Securities and Exchange Commission a registration statement on Form S-3, Registration No. 333-115129
(the Registration Statement), for the sale of 500,000 shares of the Registrants common stock, $0.01 par value, and an indeterminate number of additional shares to be offered or sold pursuant to the Dividend Reinvestment and Stock
Purchase Plan (the Plan).
The Registrant is filing this Post-Effective Amendment No. 1 to the Registration
Statement to deregister all securities that were previously registered and remain unsold or otherwise unissued under the Plan, and for which the Registration Statement had remained in effect.
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 Merger, the Registrant has terminated all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. 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 securities registered for issuance under the Registration Statement that remain unsold at
the termination of the offering, the Registrant hereby removes from registration all such securities registered but unsold under the Registration Statement as of the date of this Post-Effective Amendment No. 1 and terminates the effectiveness
of the Registration Statement.
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 this
Post-Effective Amendment No. 1 to the Registration Statement and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, hereunto 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
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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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