As filed with the Securities and Exchange Commission on July 1, 2019
Registration No. 333-224687
Registration No. 333-183458
Registration No. 333-174957
Registration No. 333-174956
Registration No. 333-134054
Registration No. 333-57421
Registration No. 333-11877
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-224687
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-183458
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-174957
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-174956
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-134054
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-57421
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-11877
UNDER
THE SECURITIES ACT OF 1933
FIDELITY SOUTHERN CORPORATION
(Exact name of registrant as specified in its charter)
| Georgia | | 58-1416811 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
3490 Piedmont Road, Suite 1550
Atlanta, Georgia 30305
(404) 639-6500
(Address of principal executive offices, including zip code)
2018 Omnibus Incentive Plan
Equity Incentive Plan
Tax Deferred 401(k) Savings Plan
Employee Stock Purchase Plan
(Full titles of the plans)
H. Palmer Proctor, Jr.
Chief Executive Officer
Ameris Bancorp
310 First Street, S.E.
Moultrie, Georgia 31768
(229) 890-1111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
Lori Gelchion, Esq.
Jody Spencer, Esq.
Rogers & Hardin LLP
2700 International Tower
229 Peachtree Street NE
Atlanta, Georgia 30303
(404) 420-4646
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,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | | | Accelerated filer | x |
| | | | |
| Non-accelerated filer | ¨ | | | Smaller reporting company | ¨ |
| | | | | | | |
| Emerging growth company | ¨ | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.¨
DEREGISTRATION OF SECURITIES
These post-effective amendments (the “Post-Effective Amendments”), filed by Fidelity Southern Corporation, a Georgia corporation (the “Company”), remove from registration all shares of common stock, no par value, of the Company (the “Shares”) registered under the following Registration Statements on Form S-8 filed by the Company (the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”) pertaining to the registration of the Shares offered under certain employee benefit and equity plans and agreements.
Registration No. | | Date Filed with SEC | | Name of Equity Plan or Agreement | | Shares | |
| 333-224687 | | May 4, 2018 | | 2018 Omnibus Incentive Plan | | | 2,642,114 | |
| 333-183458 | | August 21, 2012 | | Equity Incentive Plan | | | 2,750,000 | |
| 333-174957 | | June 17, 2011 | | Tax Deferred 401(k) Savings Plan | | | 1,000,000 | |
| 333-174956 | | June 17, 2011 | | Equity Incentive Plan | | | 1,500,000 | |
| 333-134054 | | May 12, 2006 | | Equity Incentive Plan | | | 750,000 | |
| 333-57421 | | June 22, 1998 | | Tax Deferred 401(k) Savings Plan | | | 200,000 | |
| 333-11877 | | September 12, 1996 | | Employee Stock Purchase Plan | | | 500,000 | |
On July 1, 2019, pursuant to the Agreement and Plan of Merger, dated as of December 17, 2018 (as amended, the “Merger Agreement”), by and between Ameris Bancorp, a Georgia corporation (“Ameris”), and the Company, the Company merged with and into Ameris (the “Merger”), with Ameris surviving the Merger. As a result of the consummation of the Merger and the other transactions contemplated by the Merger Agreement, the Company has terminated the offerings of the Company’s securities pursuant to the Registration Statements.
In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any Shares which remain unsold at the termination of the offerings, the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
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 to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Moultrie, on July 1, 2019. No other person is required to sign this Post-Effective Amendment to the Registration Statements on Form S-8 in reliance upon Rule 478 under the Securities Act of 1933.
| | AMERIS BANCORP (as successor by merger to Fidelity Southern Corporation) | |
| | | | |
| | By: | | /s/ Nicole S. Stokes | |
| | Name: | | Nicole S. Stokes | |
| | Title: | | Executive Vice President and Chief Financial Officer | |
