As filed with the Securities and Exchange Commission
on December 6, 2021
Registration No. 333-238114
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 (NO. 333-238114)
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COUNTY BANCORP, INC.
(NICOLET BANKSHARES, INC., as successor by merger
to
COUNTY BANCORP, INC.)
(Exact name of registrant as specified in its charter)
Wisconsin
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39-1850431
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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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c/o Nicolet Bankshares, Inc.
111 North Washington Street
Green Bay, Wisconsin 54301
(920) 430-1400
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Michael E. Daniels
President and Chief Executive Officer
Nicolet Bankshares, Inc.
111 North Washington Street
Green Bay, Wisconsin 54301
(920) 430-1400
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Robert D. Klingler, Esq.
Bryan Cave Leighton Paisner LLP
1201 West Peachtree Street, NW
Atlanta, Georgia 30309-3488
(404) 572-6600
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. x
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, 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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Non-accelerated filer x
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Smaller reporting company x
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Emerging growth company ¨
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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 UNSOLD SECURITIES
Nicolet Bankshares, Inc. (“Nicolet”),
as successor by merger to County Bancorp, Inc. (the “Registrant”), is filing this Post-Effective Amendment No. 1 to the following
Registration Statement on Form S-3 (the “Registration Statement”), which was previously filed by the Registrant with the Securities
and Exchange Commission (the “Commission”), to deregister any and all securities registered but unsold or otherwise unissued
as of the date hereof thereunder:
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Registration Statement on Form S-3, File No. 333-238114, filed with the Commission on May 8, 2020, pertaining to the registration of up to $100,000,000 of common stock, preferred stock, debt securities, warrants, depositary shares, subscription rights, stock purchase contracts, stock purchase units and units.
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On December 3, 2021, pursuant to the Agreement
and Plan of Merger, dated June 22, 2021, by and between the Registrant and Nicolet, the Registrant merged with and into Nicolet, with
Nicolet surviving the merger (the “Merger”).
In connection with the completion of the Merger,
the offerings pursuant to the Registration Statement have terminated. In accordance with undertakings made by the Registrant in Part II
of the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered
for issuance but that remain unsold at the termination of the offering, this Post-Effective Amendment No. 1 removes from registration
any and all securities of the Registrant that were registered but unsold under the Registration Statement as of the date hereof.
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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Green Bay, State of Wisconsin on December 6, 2021.
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NICOLET BANKSHARES, INC.
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(as successor by merger to County Bancorp, Inc.
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By:
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/s/ Michael E. Daniels
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Name:
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Michael E. Daniels
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Title:
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President and Chief Executive Officer
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Note: 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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