Attached files
| file | filename |
|---|---|
| EX-10.6 - EXHIBIT 10.6 - Entegra Financial Corp. | d225390dex106.htm |
| EX-10.7 - EXHIBIT 10.7 - Entegra Financial Corp. | d225390dex107.htm |
| EX-10.8 - EXHIBIT 10.9 - Entegra Financial Corp. | d225390dex108.htm |
As filed with the Securities and Exchange Commission on September 19, 2011.
Registration No. 333-174826
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Macon Financial Corp.
(Exact Name of Registrant as Specified in Its Charter)
| North Carolina | 6036 | 56-0306860 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
220 One Center Court
Franklin, North Carolina 28734
(828) 524-7000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Mr. Roger D. Plemens
President and Chief Executive Officer
220 One Center Court
Franklin, North Carolina 28734
(828) 524-7000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
| Robert A. Singer, Esq. Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P. 230 N. Elm Street, Suite 2000 Greensboro, North Carolina 27401 (336) 373-8850 |
Joel E. Rappoport, Esq. Kilpatrick, Townsend & Stockton, LLP 607 14th Street, NW, Suite 900 Washington, DC 20005 (202) 508-5800 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
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, check the following box: þ
If this Form is filed to register additional shares 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 post-effective amendment filed pursuant to Rule 462(d) 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: ¨
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):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x | |||
CALCULATION OF REGISTRATION FEE
|
| ||||||||
| Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
| Common Stock, no par value per share |
5,620,625 shares | $10.00 | $56,206,250(1) | $(2) | ||||
|
| ||||||||
| (1) | Estimated solely for the purpose of calculating the registration fee. |
| (2) | A registration fee of $7,678 was paid with the initial filing of the Form S-1 Registration Statement on June 10, 2011. |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Macon Financial Corp. (the “Company”) is filing this Pre-effective Amendment No. 3 to Registration Statement (the “Registration Statement”) on Form S-1 (File No. 333-174826) solely for the purpose of filing Exhibits 10.6, 10.7, and 10.8 to the Registration Statement and amending the Exhibit Index accordingly.
No changes or additions are being made hereby to the preliminary prospectus which forms part of the Registration Statement or to Items 13, 14, 15 and 17 of Part II of the Registration Statement. Accordingly, the preliminary prospectus and Items 13, 14, 15 and 17 of Part II of the Registration Statement have been omitted from this filing.
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 16. | Exhibits and Financial Statement Schedules: |
The exhibits and financial statement schedules filed as part of this registration statement are as follows:
| (a) | List of Exhibits |
| 1.1 | Revised Engagement Letter between Macon Bancorp, Macon Bank, Inc. and Raymond James & Associates, Inc. | |
| 1.2 | Form of Agency Agreement between Macon Bancorp, Macon Financial Corp., Macon Bank, Inc. and Raymond James & Associates, Inc. * | |
| 2 | Plan of Conversion * | |
| 3.1 | Articles of Incorporation of Macon Financial Corp. * | |
| 3.2 | Bylaws of Macon Financial Corp. * | |
| 4 | Form of Common Stock Certificate of Macon Financial Corp. * | |
| 5 | Form of Opinion of Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P. regarding legality of securities being registered * | |
| 8 | Form of Tax Opinion of Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P. | |
| 10.1 | Form of Employment and Change of Control Agreement among Roger D. Plemens, Macon Bancorp and Macon Bank, Inc. * | |
| 10.2 | Form of Employment and Change of Control Agreement among W. David Sweatt, Macon Bancorp and Macon Bank, Inc. * | |
| 10.3 | Form of Employment and Change of Control Agreement among Gary L. Brown, Macon Bancorp and Macon Bank, Inc. * | |
| 10.4 | Form of Macon Bank, Inc. Severance and Non-Competition Agreement * | |
| 10.5 | Form of Agreement of Merger between Macon Bancorp and Macon Financial Corp. * | |
| 10.6 | Amended and Restated Trust Agreement, regarding Trust Preferred Securities, dated as of December 30, 2003 | |
| 10.7 | Guarantee Agreement, regarding Trust Preferred Securities, dated as of December 30, 2003 | |
| 10.8 | Junior Subordinated Indenture, regarding Trust Preferred Securities, dated as of December 30, 2003 | |
| 21 | Subsidiaries of Registrant * | |
| 23.1 | Consent of Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P. (contained in Opinions included as Exhibits 5 and 8) * | |
| 23.2 | Consent of Dixon Hughes Goodman LLP * | |
| 23.3 | Consent of RP Financial, LC. * | |
| 24 | Power of Attorney (set forth on signature page) * | |
| 99.1 | Appraisal Agreement between Macon Bancorp, Macon Bank, Inc. and RP Financial, LC. * | |
| 99.2 | Letter of RP Financial, LC. with respect to Subscription Rights * | |
| 99.3 | Appraisal Report of RP Financial, LC. ** | |
| 99.3.1 | Updated Appraisal Report of RP Financial, LC. * | |
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| 99.4 | Marketing Materials * | |
| 99.5 | Stock Order and Certification Form * | |
| 99.6 | Business Plan Agreement with Monroe Securities, Inc. * | |
| 99.7 | Conversion Agent Proposal by Ellen Philip Associates, Inc. * | |
| 99.8 | Letter of RP Financial, LC. with respect to Liquidation Account * | |
| * | Previously filed |
| ** | Supporting financial schedules filed in paper format only pursuant to Rule 202 of Regulation S-T. Available for inspection during business hours at the principal offices of the SEC in Washington, D.C. |
(b) Financial Statement Schedules
No financial statement schedules are filed because the required information is not applicable or is included in the Consolidated Financial Statements or related notes.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Franklin, North Carolina on September 19, 2011.
| MACON FINANCIAL CORP. | ||
| By: | /s/ Roger D. Plemens | |
| Roger D. Plemens | ||
| President, Chief Executive Officer and Director | ||
| (Duly Authorized Representative) | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 3 to the Registration Statement on Form S-1 has been signed below by the following persons in the capacities indicated on September 19, 2011.
| /s/ Roger D. Plemens Roger D. Plemens |
President, Chief Executive Officer and Director (Principal Executive Officer) | |
| /s/ Ryan M. Scaggs Ryan M. Scaggs |
First Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |
| /s/ Fred H. Jones * Fred H. Jones |
Chairman | |
| /s/ Ronald D. Beale * Ronald D. Beale |
Director | |
| /s/ Adam W. Burrell, MD * Adam W. Burrell, MD |
Director | |
|
Jim M. Garner |
Director | |
| /s/ Stan M. Jeffress * Stan M. Jeffress |
Director | |
| /s/ Beverly W. Mason * Beverly W. Mason |
Director | |
| /s/ Edward R. Shatley * Edward R. Shatley |
Director | |
| /s/ W. David Sweatt* W. David Sweatt |
Director | |
| * | Pursuant to the Power of Attorney, filed as Exhibit 24 to the registrant’s Registration Statement on Form S-1, initially filed on June 10, 2011. |
| /s/ Roger D. Plemens Roger D. Plemens |
Attorney-in-Fact | |
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