- Post-Effective Amendment to an S-8 filing (S-8 POS)
March 27 2009 - 5:25PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on March 27, 2009.
Registration No. 333-134803
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAPITALSOUTH BANCORP
(Exact name of registrant as specified in its charter)
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Delaware
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63-1026645
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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2340 Woodcrest Place
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Birmingham, Alabama
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35209
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(Address of Principal Executive Offices)
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(Zip Code)
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THIRD REVISED AND RESTATED
DIRECTORS COMPENSATION PLAN
(Full title of the plan)
W. DAN PUCKETT
Chairman and Chief Executive Officer
CapitalSouth Bancorp
2340 Woodcrest Place
Birmingham, Alabama 35209
(Name and address of agent for service)
(205) 870-1939
(Telephone number, including area code, of agent for service)
with a copy to:
J. PAUL COMPTON, JR., ESQ.
Bradley Arant Boult Cummings LLP
1819 5
th
Avenue North
Birmingham, Alabama 35203
(205) 521-8000
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
o
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Accelerated filer
o
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Non-accelerated filer
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Smaller reporting company
þ
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EXPLANATORY NOTE DEREGISTRATION OF SECURITIES
On June 7, 2006, CapitalSouth Bancorp (the
Company
) filed a Registration Statement
on Form S-8 (Registration No. 333-134803) (the
Registration Statement
) with the United
States Securities and Exchange Commission, which registered 150,000 shares of the Companys common
stock, $1.00 par value (the
Common Stock
) to be offered and sold pursuant to the Third
Revised and Restated Directors Compensation Plan.
In accordance with the undertaking contained in the Registration Statement pursuant to Item
512 of Regulation S-K, this Post-Effective Amendment No. 1 to the Registration Statement is being
filed to deregister and remove all of the previously registered shares of Common Stock that remain
unissued and 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-8 and
has duly caused this Post-Effective Amendment No. 1 to Registration Statement No. 333-134803 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham,
State of Alabama, on March 27, 2009.
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CAPITALSOUTH BANCORP
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By:
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/s/ W. Dan Puckett
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Its Chief Executive Officer
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We, the undersigned officers and directors of CapitalSouth Bancorp, hereby severally
constitute and appoint W. Dan Puckett and Carol W. Marsh, and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for us and in our names
in the capacities indicated below, the registration statement on Form S-8 and any and all
subsequent amendments to said registration statement, and generally to do all such things in our
names and on our behalf in our capacities as officers and directors to enable CapitalSouth Bancorp
to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said registration statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment No.
1 to this registration statement has been signed below by the following persons in the capacities
and on the dates indicated.
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Signature
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Title
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Date
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/s/ W. Dan Puckett
W. Dan Puckett
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Chief Executive Officer and
Chairman of the Board Of Directors
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March 27, 2009
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/s/ Carol W. Marsh
Carol W. Marsh
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Secretary
and
Chief Financial Officer
(Principal Financial Officer)
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March 27, 2009
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/s/ David Duncan
David Duncan
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Controller (Principal Accounting Officer)
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March 27, 2009
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/s/ James C. Bowen
James C. Bowen
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Director
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March 27, 2009
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/s/
Stanley L. Graves
Stanley L. Graves
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Director
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March 27, 2009
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*
Harold B. Dunn
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Director
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March 27, 2009
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/s/ Mark A. Froelich
Mark A. Froelich
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Director
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March 27, 2009
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/s/ Foy H. Tatum
Foy H. Tatum
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Director
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March 27, 2009
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/s/ David W. Wood, II
David W. Wood, II
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Director
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March 27, 2009
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*By:
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/s/ Carol W. Marsh
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Carol W. Marsh, Attorney-in-Fact
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