0001193125-15-041803.txt : 20150210 0001193125-15-041803.hdr.sgml : 20150210 20150210171804 ACCESSION NUMBER: 0001193125-15-041803 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150210 DATE AS OF CHANGE: 20150210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERVEST BANCSHARES CORP CENTRAL INDEX KEY: 0000927807 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 133699013 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-138653 FILM NUMBER: 15594983 BUSINESS ADDRESS: STREET 1: 1 ROCKEFELLER PLAZA STREET 2: SUITE 400 CITY: NEW YORK STATE: NY ZIP: 10020-2002 BUSINESS PHONE: 2122182800 MAIL ADDRESS: STREET 1: 1 ROCKEFELLER PLAZA STREET 2: SUITE 400 CITY: NEW YORK STATE: NY ZIP: 10020-2002 POS AM 1 d867413dposam.htm POST EFFECTIVE AMENDMENT NO 1 TO FORM S-3 Post Effective Amendment No 1 to Form S-3

As filed with the Securities and Exchange Commission on February 10, 2015

Registration No. 333-138653

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE

AMENDMENT NO. 1

TO

FORM S-3

Registration Statement

Under

The Securities Act of 1933

 

 

INTERVEST BANCSHARES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   13-3699013

(State or other jurisdiction of

incorporation or organization)

  

(IRS Employer

Identification No.)

One Rockefeller Plaza, Suite 400

New York, New York 10020-2002

(212) 218-2800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

Lowell S. Dansker   with a copy to:
Chairman and Chief Executive Officer   Thomas E. Willett, Esq.
Intervest Bancshares Corporation   Harris Beach PLLC
One Rockefeller Plaza, Suite 400   99 Garnsey Road
New York, New York 10020-2002   Pittsford, New York 14534
  (585) 419-8800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Approximate date of commencement of proposed sale to the public: N/A

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ¨

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):

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

 

DEREGISTRATION OF SECURITIES

Intervest Bancshares Corporation (the “Company” or “Registrant”) is filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-156727) (the “Registration Statement”) to withdraw and deregister 300,000 shares of the common stock (then called Class A common stock), $1.00 par value (the “Common Stock”)), of the Company issuable upon exercise of the warrant described in such Registration Statement, all of which were registered for issuance pursuant to the Registration Statement and remain unsold thereunder.

Pursuant to an Agreement and Plan of Merger, dated as of July 31, 2014 (the “Merger Agreement”), by and among Bank of the Ozarks, Inc. (“Ozarks”), Ozarks wholly-owned bank subsidiary, and the Company and its wholly-owned bank subsidiary, the Company is being merged with and into Ozarks, effective as of February 10, 2015 (the “Merger”). Upon consummation of the Merger, each outstanding share of the Company’s Common Stock is being converted into the right to receive shares of Ozarks common stock based on the exchange ratio specified in the Merger Agreement.

In connection with the closing of the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance with undertakings made by the Registrant in the Registration Statement to remove from registration by means of post-effective amendments any of the securities that remain unsold at the termination of the offering, the Registrant hereby terminates the effectiveness of the Registration Statement and removes from registration the Common Stock registered but not sold under the Registration Statement.

 

II-1

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-3 and has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 10th day of February, 2015.

 

INTERVEST BANCSHARES CORPORATION

By:

/s/ Lowell S. Dansker

Lowell S. Dansker,
Chairman and Chief Executive Officer