As filed with the Securities and Exchange Commission on November 8, 2019
Registration Statement FileNo. 333-221398
Registration Statement FileNo. 333-182122
Registration Statement FileNo. 333-172615
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 (No.333-221398)
POST-EFFECTIVE AMENDMENT NO. 1 (No.333-182122)
POST-EFFECTIVE AMENDMENT NO. 1 (No.333-172615)
TO
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LEGACYTEXAS FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Maryland | 27-2176993 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
5851 Legacy Circle Plano, Texas 75024 (972)578-5000 | 75024 | |
(Address of Principal Executive Offices) | (Zip Code) |
LegacyTexas Financial Group, Inc. 2017 Omnibus Incentive Plan
ViewPoint Financial Group, Inc. 2012 Equity Incentive Plan
ViewPoint Financial Group 2007 Equity Incentive Plan
(Full title of the plan)
Charlotte M. Rasche Executive Vice President and General Counsel Prosperity Bancshares, Inc. 80 Sugar Creek Center Blvd. Sugar Land, Texas 77478 | Copy to: William S. Anderson Bracewell LLP 711 Louisiana Street, Suite 2300 Houston, Texas 77002 | |
(Name and address of agent for service) | (713)221-1122 | |
(281)269-7205 | ||
(Telephone number, including area code, of agent for service) |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
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
LegacyTexas Financial Group, Inc., a Maryland corporation (the “Registrant”), is filing these post-effective amendments (these “Post-Effective Amendments”) to the following Registration Statements on FormS-8 (the “Registration Statements”), which have been previously filed with the Securities and Exchange Commission (the “SEC”), to deregister any and all shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”), registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof:
• | Registration Statement FileNo. 333-221398, filed with the SEC on November 7, 2017, registering 3,250,000 shares of Common Stock issuable under the LegacyTexas Financial Group, Inc. 2017 Omnibus Incentive Plan; |
• | Registration Statement FileNo. 333-182122, filed with the SEC on June 14, 2012, registering 2,443,489 shares of Common Stock issuable under the ViewPoint Financial Group, Inc. 2012 Equity Incentive Plan; and |
• | Registration Statement FileNo. 333-172615, filed with the SEC on March 4, 2011, registering 1,913,181 shares of Common Stock issuable under the ViewPoint Financial Group 2007 Equity Incentive Plan. |
Pursuant to the Agreement and Plan of Reorganization, dated as of June 16, 2019, by and between the Registrant and Prosperity Bancshares, Inc., a Texas corporation (“Prosperity”), the Registrant merged with and into Prosperity (the “Merger”), with Prosperity continuing as the surviving corporation and as the successor in interest to the Registrant following the Merger. The Merger became effective at 12:01 a.m. Central Time on November 1, 2019.
In connection with the Merger, any and all offerings of Common Stock pursuant to the Registration Statements have been terminated. The Registrant, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements and removes from registration any and all shares of Common Stock registered but unsold or otherwise unissued under the Registration Statements as of the date hereof. This filing is made in accordance with an undertaking made by the Registrant in each Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered but remain unsold at the termination of the offering.
SIGNATURE
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 FormS-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on November 8, 2019.
PROSPERITY BANCSHARES, INC. (as successor by merger to LegacyTexas Financial Group, Inc.) |
By: | /s/ J. Mays Davenport |
Name: | J. Mays Davenport | |
Title: | Executive Vice President and Director of Corporate Strategy |
In reliance upon Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments.