Post-effective Amendment to an S-8 Filing (s-8 Pos)
July 21 2016 - 5:23PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on July 21, 2016
Registration
No.
333-198281
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
C1 Financial, Inc.
(Exact
name of registrant as specified in its charter)
Florida
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46-4241720
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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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100
5th Street South
St.
Petersburg, Florida
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33701
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(Address of Principal Executive Offices)
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(Zip Code)
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C1 Financial,
Inc. 2014 Omnibus Incentive Plan
C1 Financial,
Inc. 2014 Employee Stock Purchase Plan
(Full
title of the plans)
Trevor
R. Burgess
President
and Chief Executive Officer
C1 Financial,
Inc.
100 5th
Street South
St. Petersburg,
Florida 33701
(877)
266-2265
(Name,
address and telephone number, including area code, of agent for service)
with
copies to:
Manuel
Garciadiaz, Esq.
William
L. Taylor, Esq.
Davis
Polk & Wardwell LLP
450 Lexington
Avenue
New York,
New York 10017
(212)
450-4000
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):
Large accelerated filer
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¨
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Accelerated filer
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þ
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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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DEREGISTRATION
OF SECURITIES
This Post-Effective
Amendment No. 1 (this “
Amendment
”) relates to the registration statement on Form S-8, Registration Statement
No. 333-198281, of C1 Financial, Inc., a Florida corporation (the “
Registrant
”), filed with the Securities
and Exchange Commission on August 21, 2014 (the “
Registration Statement
”). The Registration Statement registered
the offering and sale of 1,000,000 shares of common stock, par value $1.00 per share, of the Registrant under the Registrant’s
2014 Omnibus Incentive Plan, and 1,000,000 shares of common stock, par value $1.00 per share, of the Registrant under the Registrant’s
Employee Stock Purchase Plan. This Amendment is being filed for the sole purpose of deregistering any unissued securities previously
registered under the Registration Statement.
On
July 21, 2016, pursuant to the Agreement and Plan of Merger, dated as of November 9, 2015, among the Registrant,
Bank of the Ozarks, Inc., an Arkansas corporation (“
Buyer
”), Bank of the Ozarks, an Arkansas state banking
corporation and C1 Bank, a Florida state bank, the Registrant was merged with and into Buyer, with the Buyer surviving the
merger (the “
Merger
”).
As a result
of the Merger, the Registrant has terminated any and all offerings of securities pursuant to the Registration Statement. Accordingly,
the Registrant hereby removes from registration any and all securities registered but unsold under the Registration Statement
as of the date of this Amendment.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, 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 Amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in St. Petersburg, Florida, on July 21, 2016.
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C1 Financial, Inc.
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By:
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/s/ Trevor R. Burgess
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Name:
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Trevor R. Burgess
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Title:
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President and Chief Executive Officer
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POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Trevor R. Burgess and Cristian
A. Melej, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all capacities, to sign this Amendment to the Registration
Statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file
the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission,
granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed by
the following persons in the capacities indicated on July 21, 2016.
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Name
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Title(s)
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/s/
Trevor R. Burgess
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President and Chief Executive Officer
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Trevor R. Burgess
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(Principal Executive Officer)
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/s/
Cristian A. Melej
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Chief Financial Officer
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Cristian A. Melej
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(Principal Financial Officer and Principal Accounting Officer)
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/s/
Rita J. Lowman
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Executive Vice President and Chief Operating Officer
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Rita J. Lowman
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*
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Director
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Brian D. Burghardt
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*
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Director
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Phillip L. Burghardt
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*
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Director
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Robert P. Glaser
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*
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Director
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Neil D. Grossman
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*
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Director
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Marcelo Faria de Lima
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*
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Director
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Duane L. Moore
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*
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Director
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William H. Sedgeman J.
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*
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Director
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Adelaide Alexander Sink
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*
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Director
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Ryan L. Snyder Jr.
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By: /s/ Trevor R.
Burgess
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Trevor
R. Burgess
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Attorney-in-Fact
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EXHIBIT
INDEX
Exhibit
No.
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Exhibit
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24
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Powers of Attorney (included on the signature
page of this Amendment to the Registration Statement)
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