As filed with the U.S. Securities and Exchange Commission on July 29, 2016
Registration No. 333-198370
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
BNC BANCORP
(Exact Name of Registrant as Specified in its Charter)
| North Carolina | 47-0898685 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
|
3980 Premier Drive, Suite 210
High Point, North Carolina 27265
(336) 869-9200
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Richard D. Callicutt II
President and Chief Executive Officer
BNC Bancorp
3980 Premier Drive, Suite 210
High Point, North Carolina 27265
(336) 869-9200
(Name, address, including zip code, and telephone number, including area code, of agent
for service for Registrant)
with copies to:
Betty O. Temple, Esq.
Adam P. Wheeler, Esq.
Womble Carlyle Sandridge & Rice, LLP
550 South Main Street, Suite 400
Greenville, South Carolina 29601
(864) 255-5400
Approximate date of commencement of proposed sale to the public: Not applicable.
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 the 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 hereto 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.
| Large accelerated filer | ¨ | Accelerated filer | x | |||||
| Non-accelerated filer | ¨ | (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to Registration Statement No. 333-198370, originally filed with the Securities and Exchange Commission on August 26, 2014 by BNC Bancorp, a North Carolina corporation (“BNC”), on Form S-3 (the “Registration Statement”). BNC is filing this Post-Effective Amendment to the Registration Statement to terminate the registration and deregister $29,193,750 in unsold securities.
BNC has terminated all offerings of its securities pursuant to the above-referenced Registration Statement. In accordance with an undertaking made by BNC in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance that remain unsold at the termination of the offering, BNC hereby removes and withdraws from registration all such securities of BNC registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-Effective Amendment to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of High Point, State of North Carolina, on July 29, 2016. No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
| BNC BANCORP | |||
| By: | /s/ Richard D. Callicutt II | ||
| Richard D. Callicutt II | |||
President and Chief Executive Officer (Principal Executive Officer) | |||
