Post-effective Amendment to Registration Statement (pos Am)
10 Février 2015 - 11:21PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 10, 2015
Registration No. 333-156727
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
Registration Statement
Under
The
Securities Act of 1933
INTERVEST BANCSHARES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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13-3699013 |
(State or other jurisdiction of
incorporation or organization) |
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(IRS Employer
Identification No.) |
One Rockefeller Plaza, Suite 400
New York, New York 10020-2002
(212) 218-2800
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
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with a copy to: |
Lowell S. Dansker |
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Thomas E. Willett, Esq. |
Chairman and Chief Executive Officer |
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Harris Beach PLLC |
Intervest Bancshares Corporation |
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99 Garnsey Road |
One Rockefeller Plaza, Suite 400 |
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Pittsford, New York 14534 |
New York, New York 10020-2002 |
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(585) 419-8800 |
(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: N/A
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. (Check one):
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Large accelerated filer |
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Accelerated filer |
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x |
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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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DEREGISTRATION OF SECURITIES
Intervest Bancshares Corporation (the Company or Registrant) is filing this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3 (Registration No. 333-156727) (the Registration Statement) to withdraw and deregister (a) the warrant to purchase 691,882 shares of the common stock (then called
Class A common stock), $1.00 par value), of the Company (the Common Stock), and (b) the 691,882 shares of Company Common Stock issuable upon exercise of such warrant, all of which were registered for issuance pursuant to the
Registration Statement and remain unsold thereunder.
Pursuant to an Agreement and Plan of Merger, dated as of July 31, 2014 (the Merger
Agreement), by and among Bank of the Ozarks, Inc. (Ozarks), Ozarks wholly-owned bank subsidiary, and the Company and its wholly-owned bank subsidiary, the Company is being merged with and into Ozarks, effective as of
February 10, 2015 (the Merger). Upon consummation of the Merger, each outstanding share of the Companys Common Stock is being converted into the right to receive shares of Ozarks common stock based on the exchange ratio
specified in the Merger Agreement.
In connection with the closing of the Merger, the offering pursuant to the Registration Statement has been terminated.
In accordance with undertakings made by the Registrant in the Registration Statement to remove from registration by means of post-effective amendments any of the securities that remain unsold at the termination of the offering, the Registrant hereby
terminates the effectiveness of the Registration Statement and removes from registration the Common Stock registered but not sold under the Registration Statement.
II-1
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-3 and has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 10th day of February, 2015.
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INTERVEST BANCSHARES CORPORATION |
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By: |
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/s/ Lowell S. Dansker |
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Lowell S. Dansker, |
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Chairman and Chief Executive Officer |
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