As filed with the Securities and Exchange
Commission on March 22, 2016
File No. 333-171155
File No. 333-186556
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3 REGISTRATION STATEMENT No. 333-171155
FORM S-3 REGISTRATION STATEMENT No. 333-186556
Under
The Securities Act of 1933
JACKSONVILLE BANCORP, INC.
(Exact Name of Registrant as Specified in
Its Charter)
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Florida
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59-3472981
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(State or Other Jurisdiction
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(I.R.S. Employer
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of Incorporation or Organization)
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Identification No.)
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100 North Laura Street, Suite 1000
Jacksonville, Florida 32202
(904) 421-3040
(Address, Including Zip Code, and Telephone
Number,
Including Area Code, of Registrant’s
Principal Executive Offices)
Edwin W. Hortman, Jr.
Chief Executive Officer
Ameris Bancorp
310 First St., S.E.
Moultrie, Georgia 31768
(229) 890-1111
(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
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, 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, 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 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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Accelerated Filer
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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
x
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DEREGISTRATION OF SECURITIES
This
post-effective amendment (the “Post-Effective Amendment”) relates to the following registration statements on Form
S-3 (collectively, the “Registration Statements”) of Jacksonville Bancorp, Inc., a Florida corporation (the “Company”),
which were filed with the Securities and Exchange Commission (the “SEC”):
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1.
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Registration Statement No. 333-171155, which was filed with the
SEC on December 14, 2010.
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2.
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Registration Statement No. 333-186556, which was filed with the
SEC on February 8, 2013 and which was amended by Pre-Effective Amendment No. 1 filed with the SEC on April 2, 2013.
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On
September 30, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ameris Bancorp,
a Georgia corporation (“Ameris”). On March 11, 2016, pursuant to the Merger Agreement, the Company was merged with
and into Ameris, with Ameris being the surviving entity (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 an undertaking made by the Company in the Registration Statements 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 offerings, the Company removes from registration any and all shares of the Company’s common stock and nonvoting common
stock 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 the Post-Effective Amendment to reflect the deregistration
of such securities.
The
foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete
and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Company’s
Form 8-K filed with the SEC on October 1, 2015.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant (as successor to Jacksonville Bancorp, Inc.) 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 the
Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Moultrie,
State of Georgia, on this 22nd day of March, 2016.
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AMERIS BANCORP
(as successor to Jacksonville Bancorp, Inc.)
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By:
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/s/ Dennis J. Zember Jr.
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Name:
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Dennis J. Zember Jr.
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Title:
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Executive Vice President and Chief Financial Officer
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Note: No other person is required to sign
this Post-Effective Amendment to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.
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