As filed with the Securities and Exchange Commission on January 2, 2019
Registration No. 333-222199
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT NO. 333-222199
UNDER
THE SECURITIES ACT OF 1933
GREEN BANCORP, INC.
(Exact name of registrant as specified in its charter)
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Texas
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42-1631980
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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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4000 Greenbriar
Houston, Texas 77098
(Address of principal executive offices) (Zip Code)
C. Malcolm Holland, III, Chief Executive Officer
c/o Veritex Holdings, Inc.
8214 Westchester Drive, Suite 400
Dallas, Texas 75225
(Name and address of agent for service)
(713) 275 - 8220
(Telephone number, including area code, of agent for service)
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. ☐
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, 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.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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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 13(a) of the Exchange Act.
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DEREGISTRATION OF UNSOLD SECURITIES
This post-effective amendment relates to the Form S-3 Registration Statement, File No. 333-222199 (the “Registration Statement”), initially filed by Green Bancorp, Inc. (the “Company”) with the Securities and Exchange Commission on December 20, 2017, registering up to 15,017,690 shares of common stock, par value $0.01, of the Company (“Common Stock”) to be offered by the selling shareholders named in the Registration Statement and up to $150,000,000 of the Company’s securities.
On January 1, 2019, pursuant to the terms and conditions of that certain Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of July 23, 2018, by and among Veritex Holdings, Inc. (“Veritex”), a Texas corporation and the parent holding company of Veritex Community Bank (“Veritex Bank”), MustMS, Inc., a Texas corporation and wholly owned subsidiary of Veritex (“Merger Sub”), and the Company, (i) Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Veritex, (ii) immediately thereafter, the Company (as the surviving corporation in the Merger) merged with and into Veritex (together with the Merger, the “Holdco Mergers”), with Veritex being the surviving corporation and (iii) immediately thereafter, Green Bank, N.A. merged with and into Veritex Bank, with Veritex Bank continuing as the surviving bank (together with the Holdco Mergers, the “Merger Transactions”).
As a result of the Merger Transactions, the Company ceased to exist as a separate corporation. Each share of Common Stock outstanding immediately prior to the Merger (except for certain shares held by Veritex, the Company and their respective subsidiaries, which shares were cancelled without receipt of any consideration) was converted into the right to receive 0.79 shares of the common stock (the “Exchange Ratio”) of Veritex with cash paid in lieu of fractional shares. Additionally, each outstanding option to purchase shares of Common Stock pursuant to the Company’s equity-based compensation plans was converted into an option to purchase a number of shares of Veritex common stock equal to the number of shares of Common Stock underlying the option immediately prior to the Merger multiplied by 0.79 (rounded down to the nearest whole share), at an exercise price equal to the exercise price in effect immediately before the Merger, divided by 0.79 (rounded up to the nearest whole cent).
Due to completion of the Merger Transactions, the Company has terminated any offering of the Company’s securities pursuant to the Registration Statement. In accordance with an undertaking made by the Company in Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that have been registered that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statement.
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. 2 to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned.
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Veritex Holdings, Inc. (as successor-by-merger to Green Bancorp, Inc.)
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By:
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/s/ Terry S. Earley
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Terry S. Earley
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Chief Financial Officer
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Date: January 2, 2019
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