As filed with the Securities and Exchange Commission on April 4, 2016
Registration No. 033-86094
Registration No. 333-04729
Registration No. 333-87549
Registration No. 333-88536
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3 REGISTRATION STATEMENT NO. 033-86094
FORM S-3 REGISTRATION STATEMENT NO. 333-04729
FORM S-3 REGISTRATION STATEMENT NO. 333-87549
FORM S-3 REGISTRATION STATEMENT NO. 333-88536
UNDER
THE SECURITIES ACT OF 1933
National Penn Bancshares, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Pennsylvania | 23-2215075 | |
(State or other Jurisdiction of Incorporation) | (IRS Employer Identification No.) |
c/o BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101
(336) 733-2000
(Address, including ZIP Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)
Robert J. Johnson, Jr., Esq.
Senior Executive Vice President, General Counsel,
Secretary and Chief Corporate Governance Officer
BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101
(336) 733-2000
(Name, Address, including ZIP Code, and Telephone Number, including Area Code, of Agent for Service)
Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statements.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. x
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 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 thereto 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| 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 the following Registration Statements relating to the Dividend Reinvestment and Stock Purchase Plan of National Penn Bancshares, Inc., a Pennsylvania corporation (“National Penn”) filed by National Penn on Form S-3 (collectively, the “Registration Statements”):
| • | Post-Effective Amendment No. 1 to Registration Statement No. 033-86094, as filed with the Securities and Exchange Commission (the “SEC”) on May 29, 1996; |
| • | Registration Statement No. 333-04729, originally filed with the SEC on May 30, 1996, as amended on September 22, 1999; |
| • | Registration Statement No. 333-87549, originally filed with the SEC on September 22, 1999, as amended on May 17, 2002; and |
| • | Registration Statement No. 333-88536, originally filed with the SEC on May 17, 2002, as amended on December 29, 2006. |
On April 1, 2016, pursuant to the Agreement and Plan of Merger, dated as of August 17, 2015 (the “Agreement”), by and between BB&T Corporation, a North Carolina corporation (“BB&T”), and National Penn, National Penn merged with and into BB&T, with BB&T continuing as the surviving corporation.
As a result of the consummation of the transactions contemplated by the Agreement, National Penn has terminated all offerings of its securities pursuant to the above-referenced Registration Statements. In accordance with an undertaking made by National Penn in Part II of each of the Registration Statements 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, National Penn hereby removes and withdraws from registration all such securities of National Penn registered under the Registration Statements that remain unsold as of the date 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 No. 2 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on April 4, 2016. No other person is required to sign this Post-Effective Amendment No. 2 to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.
BB&T CORPORATION as successor by merger to National Penn Bancshares, Inc. | ||
| By: | /s/ Daryl N. Bible | |
| Name: | Daryl N. Bible | |
| Title: | Senior Executive Vice President and Chief Financial Officer | |
