GB&T Bancshares Inc - Post-Effective Amendment to an S-3D filing (S-3DPOS)
01 May 2008 - 8:03PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 1, 2008.
Registration No. 333-64197
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3D
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GB&T Bancshares, Inc.
(Exact name of issuer as specified in its charter)
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Georgia
(State or other jurisdiction of
incorporation or organization)
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58-2400756
(I.R.S. Employer
Identification No.)
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500 Jesse Jewell Parkway, S.E.
Gainesville, Georgia
(Address of principal executive offices)
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30501
(Zip Code)
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Richard A. Hunt
GB&T Bancshares, Inc.
500 Jesse Jewell Parkway, S.E.
Gainesville, Georgia 30501
(770) 532-1212
(Name, address and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public
: Not Applicable
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box:
o
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:
o
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.
o
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.
o
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.
o
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.
o
Deregistration of Unsold Securities
GB&T Bancshares, Inc. (the Company) previously registered 40,000 shares of the Companys
common stock, no par value per share (the Securities) on a Registration Statement on Form S-3D
(Registration No. 333-64197) (the Registration Statement) filed with the Securities and Exchange
Commission on September 24, 1998.
On November 2, 2007, the Company and SunTrust Banks, Inc. (SunTrust) entered into an
Agreement and Plan of Merger (the Merger Agreement). The Merger Agreement provides that the
Company will merge with and into SunTrust with SunTrust continuing as the surviving entity (the
Merger). The Certificate of Merger was filed with the Georgia Secretary of State and the Merger
became effective on May 1, 2008 (the Merger Date).
As a result of the Merger, the Company has terminated all offerings of its securities pursuant
to its existing registration statements, including the Registration Statement. Accordingly, the
Company hereby removes from registration the securities of the Company registered but unsold under
the Registration Statement as of the Merger Date.
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-3D and
has duly caused this amendment to its registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Gainesville, State of Georgia, on May 1,
2008.
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GB&T Bancshares, Inc.
(Registrant)
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By:
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/s/ Richard A. Hunt
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Name:
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Richard A. Hunt
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Title:
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President, Chief Executive Officer and
Director
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Pursuant to the requirements of the Securities Act of 1933, this registration statement, as
amended, has been signed by the following persons in the capacities and on the dates indicated.
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Signatures
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Title
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Date
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/s/ Richard A. Hunt
Richard A. Hunt
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President, Chief Executive
Officer and Director
(Principal Executive Officer)
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May 1, 2008
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/s/ Gregory L. Hamby
Gregory L. Hamby
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Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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May 1, 2008
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Chairman and Director
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May 1, 2008
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Vice Chairman and Director
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May 1, 2008
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Signatures
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Title
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Date
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/s/ Alan A. Wayne
Alan A. Wayne
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Secretary and Director
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May 1, 2008
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/s/ Anna B. Williams
Anna B. Williams
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Director
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May 1, 2008
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Director
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May 1, 2008
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/s/ William A. Foster, III
William A. Foster, III
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Director
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May 1, 2008
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/s/ Bennie E. Hewett
Bennie E. Hewett
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Director
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May 1, 2008
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Director
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May 1, 2008
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/s/ T. Alan Maxwell
T. Alan Maxwell
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Director
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May 1, 2008
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Director
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May 1, 2008
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/s/ John E. Mansour
John E. Mansour
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Director
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May 1, 2008
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