Post-effective Amendment to an S-8 Filing (s-8 Pos)
July 21 2021 - 5:01PM
Edgar (US Regulatory)
As
filed with the U.S. Securities and Exchange Commission on July 21, 2021
Registration
No. 333-224611
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 to:
Form
S-8
Registration Statement No. 333-224611
under
THE
SECURITIES ACT OF 1933
FIRST
CHOICE BANCORP
(Exact
name of registrant as specified in its charter)
California
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82-2711227
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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17785
Center Court Drive N, Suite 750, Cerritos, CA 90703
(Address
of Principal Executive Offices) (Zip Code)
First
Choice Bancorp 2013 Omnibus Stock Incentive Plan
(Full
title of the plan)
Khoi
D. Dang
Executive
Vice President and General Counsel
First
Choice Bancorp
17785
Center Court Drive N, Suite 750
Cerritos,
CA 90703
(Name
and address of agent for service)
(562)
263-8336
(Telephone
number, including area code, of agent for service)
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
|
[ ]
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Accelerated
filer
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[X]
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Non-accelerated
filer
|
[ ]
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Smaller
reporting company
|
[X]
|
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Emerging
growth 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
First
Choice Bancorp, a California corporation (the “Registrant”), is filing this post-effective amendment (this “Post-Effective
Amendment”) to the following Registration Statement on Form S-8 (the “Registration Statement”), which have been previously
filed with the Securities and Exchange Commission (the “SEC”), to deregister any and all of the Registrant’s common
stock, no par value per share (“Common Stock”), registered but unsold or otherwise unissued under such Registration Statement
as of the date hereof:
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●
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Registration
Statement File No. 033-224611, filed with the SEC on May 2, 2018, registering 1,390,620 shares
of the Registrant’s Common Stock to be offered or sold pursuant to the First Choice
Bancorp 2013 Omnibus Stock Incentive Plan.
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As
reflected herein, the registered Common Stock amounts noted above have not been adjusted for any historical stock splits and stock dividends.
On
April 26, 2021, the Registrant, and First Choice Bank, a California state-chartered bank and wholly-owned subsidiary of the Registrant
(“FCB”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Enterprise Financial Services
Corp, a Delaware corporation (“Enterprise”), and Enterprise Bank & Trust, a Missouri state-chartered trust company with
banking powers and wholly-owned subsidiary of Enterprise (“EB&T”), pursuant to which the Registrant will merge with and
into Enterprise, with Enterprise continuing as the surviving entity (the “Merger”), to be immediately followed by the merger
of FCB with and into EB&T, with EB&T as the surviving institution.
As
a result of the Merger, the Registrant hereby terminates any and all offerings of its securities pursuant to the Registration Statement
and deregisters any and all securities registered but unsold under the Registration Statement, if any, in accordance with an undertaking
made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the
securities that had been registered for issuance that remain unsold at the termination of the offering. The Registration Statement is
hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant 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 Amendment No. 1 to the Registration Statements
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cerriots, State of California, on July 21, 2021.
No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statements in reliance upon Rule 478 under
the Securities Act of 1933, as amended.
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FIRST CHOICE BANCORP
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By:
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/s/
Robert M. Franko
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Name:
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Robert
M. Franko
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Title:
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President
and Chief Executive Officer
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