As filed with the Securities and Exchange Commission on June 30, 2016
Registration No. 333-203998
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AVENUE FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Tennessee | 6022 | 20-5556885 | ||
State or other jurisdiction of incorporation or organization | (Primary Standard Industrial Classification Code Number) | (IRS Employer Identification Number) |
111 10th Avenue South, Suite 400
Nashville, TN 37203
(615) 736-6940
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Ronald L. Samuels
Chief Executive Officer
Avenue Financial Holdings, Inc.
111 10th Avenue South, Suite 400
Nashville, TN 37203
(615) 736-6940
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
John W. Titus
Bradley Arant Boult Cummings LLP
1600 Division Street, Suite 700
Nashville, TN 37203
(615) 252-2341
Approximate date of commencement of proposed sale to the public: Not Applicable.
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, check the following box. x
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 post-effective amendment filed pursuant to Rule 462(d) 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. ¨
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 | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
REMOVAL OF SECURITIES FROM REGISTRATION
Avenue Financial Holdings, Inc. (the “Company”) previously registered for resale, under a Registration Statement on Form S-1, as amended (Registration No. 333-203998) (the “Registration Statement”), $20,000,000 aggregate principal amount of its Fixed/Floating Rate Subordinated Notes due 2024 (the “Securities”) to be offered by the selling securityholders named in the Registration Statement. In accordance with an undertaking made by the Company in Item 17 of the Registration Statement, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to remove from registration all of the Securities that remain unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the removal from registration of such Securities.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Nashville, State of Tennessee, on the 30th day of June, 2016.
| AVENUE FINANCIAL HOLDINGS, INC. | ||
| By: | /s/ Ronald L. Samuels | |
| Ronald L. Samuels | ||
| Chairman and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Ronald L. Samuels Ronald L. Samuels |
Chairman and Chief Executive Officer (Principal Executive Officer) | June 30, 2016 | ||
* Barbara Zipperian |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | June 30, 2016 | ||
/s/ G. Kent Cleaver G. Kent Cleaver | President, Director and Chief Operating Officer | June 30, 2016 | ||
* Marty Dickens | Director | June 30, 2016 | ||
* David G. Anderson | Director | June 30, 2016 | ||
* Agenia Clark | Director | June 30, 2016 | ||
* Joseph C. Galante | Director | June 30, 2016 | ||
* Steve Moore | Director | June 30, 2016 | ||
* David Ingram | Director | June 30, 2016 | ||
* Ken Robold | Director | June 30, 2016 | ||
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* Patrick G. Emery | Director | June 30, 2016 | ||
* Karen Saul | Director | June 30, 2016 | ||
* James F. Deutsch | Director | June 30, 2016 | ||
Nancy Falls | Director | |||
| * | Pursuant to the power of attorney previously included in the Registrant’s Registration Statement on Form S-1 filed on May 8, 2015. |
| by | /s/ G. Kent Cleaver | |
| G. Kent Cleaver | ||
| Attorney-in-Fact |
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