Attached files
file | filename |
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EX-5.1 - EX-5.1 - Franklin Financial Network Inc. | d898252dex51.htm |
EX-23.1 - EX-23.1 - Franklin Financial Network Inc. | d898252dex231.htm |
EX-23.3 - EX-23.3 - Franklin Financial Network Inc. | d898252dex233.htm |
As filed with the Securities and Exchange Commission on March 25, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FRANKLIN FINANCIAL NETWORK, INC.
(Exact name of registrant as specified in its charter)
Tennessee | 6022 | 20-8839445 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
722 Columbia Avenue
Franklin, Tennessee 37064
(615) 236-2265
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Richard E. Herrington
President and Chief Executive Officer
Franklin Financial Network, Inc.
722 Columbia Avenue
Franklin, Tennessee 37064
(615) 236-2265
(Name, address, including zip code, and telephone number, including area code of agent for service)
Copies to: | ||
Steven J. Eisen, Esq. Mark L. Miller, Esq. Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 211 Commerce Street, Suite 800 Nashville, Tennessee 37201 (615) 726-5600 |
Edward F. Petrosky, Esq. Sidley Austin LLP (212) 839-5300 |
Approximate date of commencement of the proposed sale of the securities 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. ¨
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. x (File No. 333-201528)
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, non-accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ | Smaller reporting company | x |
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered | Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Offering Price |
Amount of Registration Fee(3) | ||||
Common Stock, no par value |
276,000 | $21.00 | $5,796,000 | $673.50 | ||||
| ||||||||
|
(1) | The shares being registered pursuant to this Registration Statement are in addition to the 2,760,000 shares registered pursuant to the Registrants Registration Statement on Form S-1 (Registration No. 333-201528) (the Original Form S-1). |
(2) | Based on the initial public offering price. |
(3) | The Registrant has previously paid $5,810 for the registration of $50,000,000 of proposed maximum aggregate offering price in the filing of the Original Form S-1 on January 15, 2015 and an additional fee of $2,849.22 that was previously paid for the registration of an additional $24,520,000 of proposed maximum aggregate offering price in the filing of Amendment No. 1 to the Original Form S-1 on March 16, 2015 |
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933.
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 is being filed with the Securities and Exchange Commission (the Commission) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement incorporates by reference the contents of, including all amendments and exhibits thereto, the Registration Statement on Form S-1 (Registration No. 333-201528), which was declared effective by the Commission on March 25, 2015, and is being filed solely for the purpose of registering an increase in the amount of shares of common stock registered by 276,000 shares. The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Franklin, State of Tennessee on March 25, 2015.
FRANKLIN FINANCIAL NETWORK, INC. | ||
By: | /s/ Richard E. Herrington | |
Name: | Richard E. Herrington | |
Title: | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Richard E. Herrington |
Chairman, President & CEO | March 25, 2015 | ||
Richard E. Herrington | (Principal Executive Officer) | |||
/s/ Sally P. Kimble |
Executive Vice President and Chief | March 25, 2015 | ||
Sally P. Kimble | Financial Officer (Principal | |||
Financial and Accounting Officer) | ||||
* |
Director | March 25, 2015 | ||
Jimmy E. Allen | ||||
* |
Director | March 25, 2015 | ||
Henry W. Brockman, Jr. | ||||
* |
Director | March 25, 2015 | ||
James W. Cross, IV | ||||
* |
Director | March 25, 2015 | ||
David H. Kemp | ||||
* |
Director | March 25, 2015 | ||
Lee M. Moss |
Signature |
Title |
Date | ||
* |
Director | March 25, 2015 | ||
Paul M. Pratt, Jr. | ||||
* |
Director | March 25, 2015 | ||
Pamela J. Stephens | ||||
* |
Director | March 25, 2015 | ||
Melody Sullivan |
*By: | /s/ Sally P. Kimble | |
Sally P. Kimble | ||
Attorney-in-Fact |
EXHIBIT INDEX
Exhibit |
Description | |
5.1 | Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC | |
23.1 | Consent of Crowe Horwath LLP | |
23.2 | Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC (included in Exhibit 5.1) | |
23.3 | Consent of Maggart & Associates, P.C., relating to MidSouth Bank | |
24.1 | Power of Attorney (incorporated by reference to Exhibit 24.1 of Registration Statement on Form S-1 (File No. 333-201528)) |