As filed with the Securities and Exchange Commission on August 5, 2015
Registration No. 333-137041
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
Bank of the Carolinas Corporation
(Exact name of registrant as specified in its charter)
| North Carolina | 20-4989192 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
135 Boxwood Village Drive
Mocksville, North Carolinas 27028
(Address of Principal Executive Offices) (Zip Code)
(336) 751-5755
(Telephone number, including area code, of agent for service)
Bank of Davie Employee Stock Option Plan
Bank of Davie Director Stock Option Plan
BOC Financial Corp Incentive Stock Option Plan
BOC Financial Corp Nonstatutory Stock Option Plan
(Full title of the Plans)
| Stephen R. Talbert President and Chief Executive Officer Bank of the Carolinas Corporation 135 Boxwood Village Drive Mocksville, North Carolinas 27028 (336) 751-5755 (Name and address of agent for service) |
Copy to:
Jonathan A. Greene Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, North Carolina 27617 (919) 865-2832 |
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 | x | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the Registration Statement on Form S-8 (File No. 333-137041) of Bank of the Carolinas Corporation (the “Registrant”), filed with the Securities and Exchange Commission on September 1, 2006 (the “Registration Statement”). The Registration Statement registered 302,369 shares of the Registrant’s common stock under (1) the Bank of Davie Employee Stock Option Plan, (2) the Bank of Davie Director Stock Option Plan, (3) the BOC Financial Corp Incentive Stock Option Plan, and (4) the BOC Financial Corp Nonstatutory Stock Option Plan.
The Registrant assumed the Bank of Davie Incentive Stock Option Plan and the Bank of Davie Director Stock Option Plan on August 18, 2006, in connection with a statutory share exchange in which the Registrant became the parent bank holding company of Bank of the Carolinas, which was formerly known as Bank of Davie (the “Reorganization”). Bank of the Carolinas assumed the BOC Financial Corp Incentive Stock Option Plan and the BOC Financial Corp Nonstatutory Stock Option Plan on December 31, 2001, in connection with its acquisition of BOC Financial Corp. These BOC Financial Corp plans were subsequently assumed by the Registrant on August 18, 2006, in connection with the Reorganization.
Pursuant to the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) dated as of May 6, 2015, by and among Bank of the Ozarks, Inc. (“Ozarks”), Bank of the Ozarks, the Registrant, and the Registrant’s wholly owned subsidiary, Bank of the Carolinas, the Registrant is being merged with and into Ozarks (the “Merger”). Subject to the terms and conditions of the Merger Agreement, upon completion of the Merger, each share of the Registrant’s common stock issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive shares of Ozarks common stock (plus cash in lieu of any fractional share) based on the purchase price of $64.7 million, subject to certain additional purchase price adjustments set forth in the Merger Agreement. The number of Ozarks shares to be issued will be determined based on Ozarks’ 10-day average closing stock price as of the second business day prior to the closing date, subject to a minimum and maximum price of $29.28 and $48.80, respectively.
As a result of the transactions contemplated by the Merger Agreement, the Registrant has terminated any offering of its securities pursuant to 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 of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Registrant hereby removes from registration all of such securities of the Registrant registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mocksville, State of North Carolina, on August 5, 2015.
| BANK OF THE CAROLINAS CORPORATION | ||
| By: | /s/ Stephen R. Talbert | |
| Stephen R. Talbert | ||
| President and Chief Executive Officer | ||
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors or officers of BANK OF THE CAROLINAS CORPORATION, by his or her signature below, hereby constitutes and appoints each of STEPHEN R. TALBERT and MEGAN W. PATTON, or any substitute appointed by either of them, jointly and severally, as his or her true and lawful attorney-in-fact and agent for him or her, and in his or her name, place and stead, to execute and sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, together with all exhibits and schedules thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifying and confirming all the acts of each said attorney-in-fact and agent, or their substitutes, which they may lawfully do in the premises or cause to be done by virtue hereof.
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.
| Date | ||
| /s/ Stephen R. Talbert |
August 5, 2015 | |
| Stephen R. Talbert | ||
| President, Chief Executive Officer, and Director | ||
| (Principal Executive Officer) | ||
| /s/ Megan W. Patton |
August 5, 2015 | |
| Megan W. Patton | ||
| Senior Vice President and Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) | ||
| /s/ Harvey L. Glick |
August 5, 2015 | |
| Harvey L. Glick | ||
| Director and Chairman | ||
| /s/ Derek J. Ferber |
August 5, 2015 | |
| Derek J. Ferber | ||
| Director | ||
| /s/ Henry H. Land |
August 5, 2015 | |
| Henry H. Land | ||
| Director | ||
| /s/ Sam D. Norton |
August 5, 2015 | |
| Sam D. Norton | ||
| Director | ||
| /s/ Grady L. McClamrock, Jr. |
August 5, 2015 | |
| Grady L. McClamrock, Jr. | ||
| Director | ||
| /s/ John D. Russ |
August 5, 2015 | |
| John D. Russ | ||
| Director | ||
| /s/ Lynne Scott Safrit |
August 5, 2015 | |
| Lynne Scott Safrit | ||
| Director | ||
| /s/ Anton V. Schutz |
August 5, 2015 | |
| Anton V. Schutz | ||
| Director | ||