UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-145095
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________
INDEPENDENCE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
South Carolina | 20-1734180 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification Number) |
500 East Washington Street
Greenville, South Carolina 29601
(864) 672-1776
(Address of Principal Executive Offices and Zip Code)
INDEPENDENCE BANCSHARES, INC. 2005 STOCK INCENTIVE PLAN
(Full title of the plan)
F. R. Saunders, Jr.
Chief Executive Officer
First
Reliance Bancshares, Inc.
2170 West Palmetto Street
Florence, South Carolina
29501
(843) 674-3001
(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:
Neil E. Grayson
Benjamin A. Barnhill
Nelson Mullins Riley & Scarborough LLP
104 South Main Street, Suite 900
Greenville, South Carolina 29601
(864) 250-2246
________________________________
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 | ☐ | Accelerated filer | ☐ | |
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☒ | |
Emerging growth company | ☐ |
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. 1 relates to the Registration Statement on Form S-8 of Independence Bancshares, Inc. (“Independence”) filed with the Securities and Exchange Commission (the “SEC”) on August 3, 2007 (Registration No. 333-145095) (the “2007 Registration Statement”), registering 260,626 shares of common stock, par value $0.01 per share, of Independence reserved for issuance and delivery under the Independence Bancshares, Inc. 2005 Stock Incentive Plan (the “2005 Plan”). This Post-Effective Amendment No. 1 also relates to the Registration Statement on Form S-8 of Independence filed on July 18, 2013 (Registration No. 333-190024) (the “2013 Registration Statement”) registering an additional 2,206,094 shares that have been reserved for issuance pursuant to the “evergreen” provision of the 2005 Plan resulting from Independence’s issuance of 17,648,750 shares of common stock in a private placement offering as previously disclosed in its Current Report on Form 8-K filed with the SEC on January 7, 2013. The additional 2,206,094 shares of common stock available for issuance under the 2005 Plan under the 2013 Registration Statement are the same class of common stock as the common stock previously registered on the 2007 Registration Statement.
On September 25, 2017, Independence entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Reliance Bancshares, Inc. (“First Reliance”), a South Carolina corporation and the holding company for First Reliance Bank. Effective as of January 23, 2018, Independence merged with and into First Reliance, with First Reliance as the surviving corporation, and Independence National Bank, a national bank, also merged with and into First Reliance Bank, a South Carolina state-chartered bank, with First Reliance Bank surviving the merger and continuing its corporate existence.
In connection with the merger, Independence has terminated all offerings of its common stock pursuant to the 2007 and the 2013 Registration Statements. In accordance with an undertaking made by Independence in these two Registration Statements 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, Independence hereby removes from registration any and all shares of common stock originally reserved under the 2005 Plan that are unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Independence Bancshares, Inc. 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 City of Florence, State of South Carolina, as of this 24th day of January, 2018.
By: | /s/ F. R. Saunders, Jr. |
F. R. Saunders, Jr. | |
President and Chief Executive Officer of | |
First Reliance Bancshares, Inc. | |
(Successor by Merger to Independence Bancshares, Inc.) |
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.