As filed with the Securities and Exchange Commission on March 13, 2017.
Registration No. 333-209858
Registration No. 333-200731
Registration No. 333-197268
Registration No. 333-190790
Registration No. 333-167861
Registration No. 333-158982
Registration No. 333-153339
Registration No. 333-150190
Registration No. 333-136970
Registration No. 333-136969
Registration No. 333-136968
Registration No. 333-136967
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-209858
REGISTRATION STATEMENT NO. 333-200731
REGISTRATION STATEMENT NO. 333-197268
REGISTRATION STATEMENT NO. 333-190790
REGISTRATION STATEMENT NO. 333-167861
REGISTRATION STATEMENT NO. 333-158982
REGISTRATION STATEMENT NO. 333-153339
REGISTRATION STATEMENT NO. 333-150190
REGISTRATION STATEMENT NO. 333-136970
REGISTRATION STATEMENT NO. 333-136969
REGISTRATION STATEMENT NO. 333-136968
REGISTRATION STATEMENT NO. 333-136967
UNDER
THE SECURITIES ACT OF 1933
Yadkin Financial Corporation
(Exact name of registrant as specified in its charter)
| North Carolina | 20-4495993 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
3600 Glenwood Avenue, Suite 300
Raleigh, North Carolina 27612
(Address of principal executive offices) (Zip Code)
CapStone Bank 2006 Nonstatutory Stock Option Plan
FNB Financial Services Corporation Long-Term Stock Incentive Plan
LSB Bancshares, Inc. Comprehensive Equity Compensation Plan for Directors and Employees
NewBridge Bancorp 2015 Long-Term Stock Incentive Plan
NewBridge Bank Employees 401(k) Plan
Patriot State Bank 2007 Incentive Stock Option Plan
Patriot State Bank 2007 Nonstatutory Stock Option Plan
Premier Commercial Bank Director Stock Option Plan
Premier Commercial Bank Employee Stock Option Plan
VSB 2006 Omnibus Stock Ownership and Long Term Incentive Plan
PCCB Incentive Stock Option Plan
PCCB Non-Statutory Stock Option Plan
VSB 2003 Incentive Stock Option Plan
Piedmont Community Bank Holdings, Inc. Phantom Equity Plan
Yadkin Financial Corporation 2013 Equity Incentive Plan
Yadkin Valley Bank and Trust 401(k) Profit Sharing Plan
Options to be Granted to Certain Individuals under the
American Community Bancshares, Inc. 2002 Nonstatutory Stock Option Plan
American Community Bancshares, Inc. 2001 Incentive Stock Option Plan
American Community Bancshares, Inc. 1999 Incentive Stock Option Plan and
American Community Bancshares, Inc. 1999 Nonstatutory Stock Option Plan
Yadkin Valley Financial Corporation 2008 Omnibus Stock Ownership and Long Term Incentive Plan
Options to be Granted to Certain Individuals under the
Cardinal State Bank 2001 Incentive Stock Option Plan (as Amended and Restated May 26, 2005)
Cardinal State Bank 2001 Nonstatutory Stock Option Plan (as Amended and Restated May 26, 2005)
Yadkin Valley Financial Corporation 1998 Incentive Stock Option Plan
Yadkin Valley Financial Corporation 1998 Non Statutory Stock Option Plan
Yadkin Valley Financial Corporation 1999 Stock Option Plan
Yadkin Valley Financial Corporation 1998 Employee Incentive Stock Option Plan
(Full Title of the Plans)
Vincent J. Delie, Jr., President and Chief Executive Officer
c/o F.N.B. Corporation
One North Shore Center
12 Federal Street
Pittsburgh, Pennsylvania 15212
(Name and address of agent for service)
(800) 555-5455
(Telephone number, including area code, of agent for service)
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 | ☐ | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) of Yadkin Financial Corporation (the “Company”):
| (1) | Form S-8 filed on March 1, 2016 (File No. 333-209858), pertaining to an aggregate of 794,875 shares of the voting common stock of the Company, par value $1.00 per share (the “Common Stock”), which were issuable pursuant to outstanding awards under the equity based compensation plans listed below in the corresponding amounts listed: |
Capstone Bank 2006 Nonstatutory Stock Option Plan | 193,853 shares | |||
FNB Financial Services Corporation Long-Term Stock Incentive Plan | 104,681 shares | |||
LSB Bancshares, Inc. Comprehensive Equity Compensation Plan for Directors and Employees | 20,301 shares | |||
NewBridge Bancorp 2015 Long-Term Stock Incentive Plan | 62,500 shares | |||
NewBridge Bank Employees 401(k) Plan | 200,000 shares | |||
Patriot State Bank 2007 Incentive Stock Option Plan | 52,520 shares | |||
Patriot State Bank 2007 Nonstatutory Stock Option Plan | 66,487 shares | |||
Premier Commercial Bank Director Stock Option Plan | 74,753 shares | |||
Premier Commercial Bank Employee Stock Option Plan | 19,780 shares |
| (2) | Form S-8 filed on December 4, 2014 (File No. 333-200731), pertaining to an aggregate of 33,225 shares of Common Stock which were issuable pursuant to outstanding awards under the VSB 2006 Omnibus Stock Ownership and Long Term Incentive Plan, the PCCB Incentive Stock Option Plan, the PCCB Non-Statutory Stock Option Plan and the VSB 2003 Incentive Stock Option Plan; |
| (3) | Form S-8 filed on July 7, 2014 (File No. 333-197268), pertaining to 856,447 shares of Common Stock which were issuable pursuant to the Piedmont Community Bank Holdings, Inc. Phantom Equity Plan; |
| (4) | Form S-8 filed on August 23, 2013 (File No. 333-190790), pertaining to 300,000 shares of Common Stock issuable pursuant to the Yadkin Financial Corporation 2013 Equity Incentive Plan; |
| (5) | Form S-8 filed on June 29, 2010 (File No. 333-167861), pertaining to 233,610 shares of Common Stock and an indeterminate amount of interests to be offered or sold pursuant to the Yadkin Valley Bank and Trust 401(k) Profit Sharing Plan; |
| (6) | Form S-8 filed on May 5, 2009 (File No. 333-158982), pertaining to an aggregate of 149,357 shares of Common Stock, which were issuable pursuant to options under the equity based compensation plans listed below in the corresponding amounts listed: |
American Community Bancshares, Inc. 2002 Nonstatutory Stock Option Plan | 11,497 shares | |||
American Community Bancshares, Inc. 2001 Incentive Stock Option Plan | 64,240 shares | |||
American Community Bancshares, Inc. 1999 Incentive Stock Option Plan | 23,370 shares | |||
American Community Bancshares, Inc. 1999 Nonstatutory Stock Option Plan | 50,250 shares |
| (7) | Form S-8 filed on September 5, 2008 (File No. 333-153339), pertaining to 700,000 shares of Common Stock which were issuable pursuant to the Yadkin Valley Financial Corporation 2008 Omnibus Stock Ownership and Long Term Incentive Plan; |
| (8) | Form S-8 filed on April 11, 2008 (File No. 333-150190), pertaining to an aggregate of 140,272 shares of Common Stock which were issuable pursuant to options under the Cardinal State Bank 2001 Incentive Stock Option Plan (as Amended and Restated May 26, 2005) and the Cardinal State Bank 2001 Nonstatutory Stock Option Plan (as Amended and Restated May 26, 2005): |
| (9) | Form S-8 filed on August 29, 2006 (File No. 333-136970), pertaining to 108,879 shares of Common Stock which were issuable pursuant to the Yadkin Valley Financial Corporation 1998 Incentive Stock Option Plan; |
| (10) | Form S-8 filed on August 29, 2006 (File No. 333-136969), pertaining to 55,095 shares of Common Stock which were issuable pursuant to the Yadkin Valley Financial Corporation 1998 Non Statutory Stock Option Plan; |
| (11) | Form S-8 filed on August 29, 2006 (File No. 333-136968), pertaining to 191,258 shares of Common Stock which were issuable pursuant to the Yadkin Valley Financial Corporation 1999 Stock Option Plan; and |
| (12) | Form S-8 filed on August 29, 2006 (File No. 333-136967), pertaining to 247,300 shares of Common Stock which were issuable pursuant to the Yadkin Valley Financial Corporation 1998 Employee Incentive Stock Option Plan. |
Pursuant to the Agreement and Plan of Merger between F.N.B. Corporation (“F.N.B.”) and the Company, dated as of July 20, 2016 (the “Merger Agreement”), the Company merged with and into F.N.B., effective as of March 11, 2017, with F.N.B. being the surviving corporation (the “Merger”). As a result of completion of the Merger, each outstanding share of Common Stock of the Company was converted into the right to receive 2.16 common shares of F.N.B., par value $0.01 per share (except certain shares of Common Stock held by F.N.B., the Company and their respective subsidiaries, which were cancelled without receipt of the merger consideration), with cash paid in lieu of any fractional shares of F.N.B. common stock.
Due to completion of the Merger, the Company has terminated any offering of the Company’s securities pursuant to any registration statement. In accordance with an undertaking made by the Company in each of the Registration Statements 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 Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statements, if any.
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-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on March 13, 2017.
| F.N.B. CORPORATION (as successor by merger to Yadkin Financial Corporation) | ||
| By: | /s/ Vincent J. Delie, Jr. | |
| Vincent J. Delie, Jr. | ||
| President and Chief Executive Officer | ||