BYLK Baylake Corp

Baylake Corp. 1993 Stock Option Plan

(Full title of plan)

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(Telephone number, including area code, of agent of service)

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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.

Large accelerated filer  ☐          Accelerated filer   S           Non-accelerated filer  ☐          Smaller reporting company ☐ 

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment relates to the following Registration Statements on Form S-8 (the “Registration Statements”) filed by Baylake Corp., a Wisconsin corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”):

1. Registration Statement No. 333-176368, filed on August 17, 2011, which registered 750,000 shares of Baylake common stock, par value $5.00 per share (the “Common Stock”) under the Baylake Corp. 2010 Equity Incentive Plan.

2. Registration Statement No. 333-69103, filed on December 17, 1998, which registered 100,000 shares of Common Stock under the Baylake Corp. Stock Purchase Plan.

3. Registration Statement No. 333-63913, filed on September 21, 1998, which registered 300,000 shares of Common Stock under the Baylake Corp. 1993 Stock Option Plan.

On September 8, 2015, Baylake entered into an Agreement and Plan of Merger (the “Agreement”) with Nicolet Bankshares, Inc., a Wisconsin corporation (“Nicolet”). On April 29, 2016, pursuant to the terms of the Agreement, the Company was merged with and into Nicolet (the “Merger”), with Nicolet surviving the Merger.

In connection with the Merger, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statements. In accordance with the undertakings made by the Company in the Registration Statements, the Company removes from registration, by means of this Post-Effective Amendment, any and all of the Company’s securities that were registered for issuance and that have not been sold by the holders of such securities through the Registration Statements as of the effective time of the Merger. The Company is filing this Post-Effective Amendment to reflect the deregistration of such securities.

The foregoing description of the Merger, the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Baylake on September 11, 2015 and is incorporated herein by reference.