As filed with the Securities and Exchange Commission on June 9, 2020
Registration Nos.333-159416
333-188725
333-193625
333-217572
333-222381
333-222382
333-225276
333-229159
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORMS-8
POST-EFFECTIVE AMENDMENT NO.1 TO:
FormS-8 Registration StatementNo. 333-159416
FormS-8 Registration StatementNo. 333-188725
FormS-8 Registration StatementNo. 333-193625
FormS-8 Registration StatementNo. 333-217572
FormS-8 Registration StatementNo. 333-222381
FormS-8 Registration StatementNo. 333-222382
FormS-8 Registration StatementNo. 333-225276
FormS-8 Registration StatementNo. 333-229159
UNDER
THE SECURITIES ACT OF 1933
CENTERSTATE BANK CORPORATION
(SOUTH STATE CORPORATION, AS SUCCESSOR BY MERGER TO CENTERSTATE BANK CORPORATION)
(Exact name of registrant as specified in its charter)
Florida (State or other jurisdiction of incorporation or organization) | 59-3606741 (I.R.S. Employer Identification No.) | |
1101 First Street South, Suite 202, Winter Haven, Florida (Address of Principal Executive Offices) | 33880 (Zip Code) |
CenterState Bank Corporation 2007 Equity Incentive Plan
CenterState Bank Corporation 2013 Equity Incentive Plan
Gulfstream Bancshares, Inc. 2009 Stock Option Plan
Gulfstream Bancshares, Inc. Officers’ and Employees’ Stock Option Plan
Gulfstream Bancshares, Inc. Directors’ Stock Option Plan
Gateway Financial Holdings of Florida, Inc. Officers’ and Employees’ Stock Option Plan, as amended
Gateway Financial Holdings of Florida, Inc. Directors’ Stock Option Plan, as amended
HCBF Holding Company, Inc. 2010 Amended and Restated Stock Incentive Plan
Sunshine Bancorp, Inc. 2015 Equity Incentive Plan, as amended
CenterState Bank Corporation 2018 Equity Incentive Plan
National Commerce Corporation 2011 Equity Incentive Plan
National Commerce Corporation 2017 Equity Incentive Plan
First Landmark Bank 2015 Long-Term Incentive Plan
Landmark Bancshares, Inc. 2007 Stock Incentive Plan
First Landmark Bank 2007 Stock Option Plan
1st Manatee Bank Amended and Restated Incentive Stock Option Plan
Premier Community Bank of Florida 2015 Stock Option Plan
Premier Community Bank of Florida 2017 Stock Option Plan
Reunion Bank of Florida Directors’ Stock Option Plan
Reunion Bank of Florida Officers’ and Employees’ Stock Option Plan
United Group Banking Company of Florida, Inc. Officers’ and Employees’ Stock Option Plan
(Full Title of Plans)
Beth S. DeSimone
Executive Vice President, Chief Risk Officer and General Counsel
South State Corporation
as successor by merger to CenterState Bank Corporation
1101 First Street South
Winter Haven, Florida 33880
(Name and address of agent for service)
(863)293-4710
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ (Do not check if a small reporting company) | Small 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 to each of the following Registration Statements on FormS-8 (collectively, the “Prior Registration Statements”) is being filed by CenterState Bank Corporation (the “Registrant” or “CenterState”) to terminate all offerings under the Prior Registration Statements and to deregister any and all shares of CenterState common stock, par value $0.01 per share (the “Shares”), together with any and all plan interests and other securities registered but unsold as of the date hereof thereunder (note that the share numbers listed below do not take into account any applicable corporate actions, such as stock splits, that may have been taken in the interim):
1. | Registration Statement onFormS-8, FileNo. 333-159416, filed with the Securities and Exchange Commission (the “Commission”) on May 22, 2009, registering the offer and sale of 1,350,000 Shares issuable pursuant to the CenterState Banks of Florida, Inc. 2007 Equity Incentive Plan. |
2. | Registration Statement onFormS-8, FileNo. 333-188725, filed with the Commission on May 21, 2013, registering the offer and sale of 1,600,000 Shares issuable pursuant to the CenterState Banks, Inc. 2013 Equity Incentive Plan. |
3. | Registration Statement onFormS-8, FileNo. 333-193625, filed with the Commission on January 29, 2014, registering the offer and sale of 767,304 Shares issuable pursuant to the CenterState Banks of Florida, Inc. 2013 Equity Incentive Plan and assuming obligations under the Gulfstream Bancshares, Inc. 2009 Stock Option Plan, the Gulfstream Bancshares, Inc. Officers’ and Employees’ Stock Option Plan and the Gulfstream Bancshares, Inc. Directors’ Stock Option Plan. |
4. | Registration Statement onFormS-8, FileNo. 333-217572, filed with the Commission on May 1, 2017, registering the offer and sale of 1,150,517 Shares issuable pursuant to the Gateway Financial Holdings of Florida, Inc. Officers’ and Employees’ Stock Option Plan, as amended, and the Gateway Financial Holdings of Florida, Inc. Directors’ Stock Option Plan, as amended. |
5. | Registration Statement onFormS-8, FileNo. 333-222381, filed with the Commission on January 2, 2018, registering the offer and sale of 1,621,518 Shares issuable pursuant to the HCBF Holding Company, Inc. 2010 Amended and Restated Stock Incentive Plan. |
6. | Registration Statement onFormS-8, FileNo. 333-222382, filed with the Commission on January 2, 2018, registering the offer and sale of 590,345 Shares issuable pursuant to the Sunshine Bancorp, Inc. 2015 Equity Incentive Plan, as amended. |
7. | Registration Statement onFormS-8, FileNo. 333-225276, filed with the Commission on May 30, 2018, registering the offer and sale of 2,200,000 Shares issuable pursuant to the CenterState Bank Corporation 2018 Equity Incentive Plan. |
8. | Registration Statement onFormS-8, FileNo. 333-229159, filed with the Commission on April 1, 2019, registering the offer and sale of 457,352 Shares issuable upon the exercise of stock options outstanding under the National Commerce Corporation 2011 Equity Incentive Plan; the National Commerce Corporation 2017 Equity Incentive Plan; the First Landmark Bank Long-Term Incentive Plan; the Landmark Bancshares, Inc. 2007 Stock Incentive Plan; the First Landmark Bank 2007 Stock Option Plan; the 1st Manatee Bank Amended and Restated 2017 Incentive Stock Option Plan; the Premier Community Bank of Florida 2015 Stock Option Plan; the Premier Community Bank of Florida 2017 Stock Option Plan; the Reunion Bank of Florida Directors’ Stock Option Plan; the Reunion Bank of Florida Officers’ and Employees’ Stock Option Plan; and the United Group Banking Company of Florida, Inc. Officers’ and Employees’ Stock Option Plan; each as amended and restated. |
On January 25, 2020, the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with South State Corporation (“South State”), pursuant to which, on June 7, 2020, the Registrant merged with and into South State, with South State continuing as the surviving corporation (the “Merger”).
In connection with the Merger, the Registrant has terminated all offerings of the Registrant’s securities pursuant to the Prior Registration Statements. Accordingly, pursuant to the undertakings made by the Registrant in the Prior Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, this Post-Effective Amendment No. 1 hereby removes from registration all of such securities registered under the Prior Registration Statements that remain unsold as of the date of this Post-Effective Amendment No. 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 FormS-8 and has duly caused this Post-Effective Amendment No. 1 to the Prior Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Winter Haven, State of Florida, on June 9, 2020.
SOUTH STATE CORPORATION (as successor by merger to CenterState Bank Corporation) | ||
By: | /s/ John C. Corbett | |
John C. Corbett | ||
Chief Executive Officer |
No other person is required to sign this Post-Effective Amendment No. 1 to the Prior Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.