As filed with the U.S. Securities and Exchange Commission on January 2, 2019
RegistrationNo. 333-176049
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-176049
STATE BANK FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Georgia | 27-1744232 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
3399 Peachtree Road, NE, Suite 1900
Atlanta, Georgia 30326
(Address, including zip code, of registrant’s principal executive offices)
State Bank Financial Corporation 2011 Omnibus Equity Compensation Plan
(Full title of the Plans)
Jerry W. Powell
Executive Vice President and General Counsel
Cadence Bancorporation
2800 Post Oak Boulevard, Suite 3800
Houston, Texas 77056
(713)871-4000
(Name, address and telephone number of agent for service)
With a copy to:
David E. Shapiro, Esq.
Mark F. Veblen, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212)403-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting 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 | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ | |||||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment to FormS-8 (this “Amendment”) relates to the following Registration Statement of State Bank Financial Corporation, a Georgia corporation (the “Registrant”), on FormS-8 (the “Registration Statement”):
| • | Registration StatementNo. 333-176049, filed with the Securities and Exchange Commission August 4, 2011, registering shares of the common stock of the Registrant issuable under the State Bank Financial Corporation 2011 Omnibus Equity Compensation Plan. In addition to such shares, pursuant to Rule 416 under the Securities Act of 1933, the Registration Statement covered an undetermined number of shares of common stock of the Registrant that may become issuable to prevent dilution from stock splits, stock dividends or similar transactions with respect to the shares registered thereunder. |
On January 1, 2019, pursuant to the Agreement and Plan of Merger, dated as of May 11, 2018 (the “Merger Agreement”), by and between the Registrant and Cadence Bancorporation, a Delaware corporation (“Cadence”), the Registrant merged with and into Cadence (the “Merger”), with Cadence continuing as the surviving entity in the Merger. In connection with the Merger, the Registrant has terminated all offerings of the Registrant’s securities pursuant to the Registration Statement.
This Amendment to the Registration Statement is being filed solely for the purpose of deregistering any and all securities registered under the Registration Statement that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, 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 to the Registration Statement on FormS-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 2nd day of January, 2019.
| CADENCE BANCORPORATION (as successor-by-merger to State Bank Financial Corporation) | ||||
| By: | /s/ Jerry W. Powell | |||
| Name: | Jerry W. Powell | |||
| Title: | Executive Vice President and General Counsel | |||
