Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments
02 8월 2024 - 11:11PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on August 2, 2024
Registration No. 333-203901
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-203901
Under
the Securities Act of 1933
MACATAWA BANK CORPORATION |
(Exact name of registrant as specified in its charter) |
Michigan |
|
38-3391345 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
10753 Macatawa Drive
Holland, Michigan |
|
49242 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Macatawa Bank Corporation Stock Incentive Plan of 2015 |
(Full title of the plans) |
|
Kathleen M. Boege
Executive Vice President, General
Counsel and Corporate Secretary
Wintrust Financial Corporation
9700 W. Higgins Road, Suite 800
Rosemont, Illinois 60018 |
(Name and address of agent for service) |
|
(847) 939-9000 |
(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, 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 431(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, a smaller reporting company, or an emerging growth company.
See the 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 ¨ |
|
|
Non-accelerated filer x |
Smaller reporting company x |
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
This
Post-Effective Amendment, filed by Wintrust Financial Corporation, an Illinois corporation (“Wintrust”), successor to Macatawa
Bank Corporation, a Michigan corporation (“Macatawa”), relates to the Registration Statement on Form S-8 (No. 203901),
filed by Macatawa with the Securities and Exchange Commission on May 6, 2015, pertaining to the registration of shares of
Macatawa common stock, no par value, issuable pursuant to the Macatawa Bank Corporation Stock Incentive Plan of 2015 (the “Registration
Statement”).
On August 1, 2024, Macatawa
completed its previously disclosed merger transaction with Wintrust, pursuant to that certain Agreement and Plan of Merger, dated as of
April 15, 2024 (the “Merger Agreement”), by and among Macatawa, Wintrust and Leo Subsidiary LLC, a Michigan limited liability
Company and a wholly owned subsidiary of Wintrust (“Merger Sub”). Pursuant to the Merger Agreement, Macatawa merged with and
into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of Wintrust (the “Merger”). In connection with the
Merger, Macatawa has terminated any and all of the offerings of Macatawa securities pursuant to the Registration Statement. In accordance
with the undertakings made by Macatawa in the Registration Statement to remove from registration, by means of a post-effective amendment,
any of the securities registered under the Registration Statement that remain unsold at the termination of the offerings, Wintrust, as
successor to Macatawa, hereby amends the Registration Statement to remove from registration any and all of the securities of Macatawa
registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment and hereby terminates the
effectiveness of the Registration Statement.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, Wintrust, as the successor to Macatawa 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 Amendments to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Rosemont, Illinois, on August 2,
2024.
|
WINTRUST FINANCIAL CORPORATION
As successor to Macatawa Bank Corporation |
|
|
|
|
|
By: |
/s/ Kathleen M. Boege |
|
Name: |
Kathleen M. Boege |
|
Title: |
Executive Vice President, General Counsel and Corporate Secretary |
Pursuant to Rule 478
under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.
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