As filed with the Securities and Exchange Commission on June 16, 2017
Registration Statement File No. 333-212581
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
(No. 333-212581)
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
BNC BANCORP
(Exact name
of registrant as specified in its charter)
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North Carolina
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47-0898685
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3980 Premier Drive, Suite 210
High Point, North Carolina 27265
(336) 476-9200
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
Harold R.
Carpenter
Executive Vice President and Chief Financial Officer
Pinnacle Financial Partners, Inc.
150 Third Avenue South, Suite 900
Nashville, Tennessee 37201
(615) 744-3700
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
D. Scott Holley, Esq.
Bass, Berry & Sims PLC
150 Third Avenue South, Suite 2800
Nashville, Tennessee 37201
(615) 742-6200
Approximate date of
commencement of proposed sale to the public
: Not applicable. Removal from registration of securities that were not sold pursuant to these 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: ☐
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 the definitions of large accelerated filer, accelerated filer, and smaller
reporting company in
Rule 12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging Growth Company
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☐
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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. ☐
EXPLANATORY NOTE/DEREGISTRATION OF SECURITIES
BNC Bancorp, a North Carolina corporation (the Registrant), is filing this post-effective amendment (this Post-Effective Amendment) to
the following Registration Statement on
Form S-3
(the Registration Statement), which has been previously filed with the Securities and Exchange Commission (the SEC), to deregister
any and all securities registered but unsold or otherwise unissued under the Registration Statement as of the date hereof:
i.
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Registration
No. 333-212581,
initially filed with the SEC on July 19, 2016, registering an indeterminate amount of the Registrants common stock, no par value,
preferred stock, no par value, warrants, units and debt securities.
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On June 16, 2017, pursuant to that certain Agreement and Plan of
Merger, dated as of January 22, 2017, by and among the Registrant, Pinnacle Financial Partners, Inc., a Tennessee corporation (Pinnacle), and Blue Merger Sub, Inc., a North Carolina corporation and a direct, wholly owned subsidiary
of Pinnacle (Merger Sub), Merger Sub merged with and into the Registrant (the Merger), with the Registrant continuing as the surviving corporation (the Surviving Corporation), and, as soon as reasonably
practicable after the Merger, the Surviving Corporation merged with and into Pinnacle (together with the Merger, the Mergers), with Pinnacle continuing as the surviving corporation.
As a result of the Mergers, the Registrant terminated all offers and sales of its securities registered pursuant to the Registration Statement. The
Registrant, by filing this Post-Effective Amendment, hereby terminates the effectiveness of the Registration Statement and removes from registration any and all securities registered but unsold or otherwise unissued under the Registration Statement
as of the date hereof. This filing is made in accordance with an undertaking made by the Registrant in Part II of the Registration Statement to remove from registration by means of a post-effective amendment any securities that had been
registered for issuance but remain unsold at the termination of the offering.
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
Form S-3
and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Nashville, State of Tennessee, on June 16, 2017.
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PINNACLE FINANCIAL PARTNERS, INC., as successor by merger to BNC Bancorp
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/s/ Harold R. Carpenter
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Name:
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Harold R. Carpenter
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Title:
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Executive Vice President and Chief Financial Officer
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No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities
Act of 1933, as amended.
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