As filed with the Securities and Exchange Commission on September 6, 2006
Registration No. 333-133969
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CRESCENT FINANCIAL CORPORATION
(Exact name of registrant as specified in charter)
| North Carolina | 6022 | 56-2259050 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code No.) |
(I.R.S. Employer Identification No.) |
1005 High House Road
Cary, North Carolina 27513
(919) 460-7770
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Michael G. Carlton
President and Chief Executive Officer
Crescent Financial Corporation
1005 High House Road
Cary, North Carolina 27513
(919) 460-7770
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Anthony Gaeta, Jr., Esq. Gaeta & Eveson, P.A. 8305 Falls of Neuse Road, Suite 203 Raleigh, NC 27615 (919) 845-2558 |
Brian T. Atkinson, Esq. Moore & Van Allen, PLLC 100 North Tryon Street, Suite 4700 Charlotte, NC 28202 (704) 331-1040 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement and upon completion of the merger described in the enclosed proxy statement/prospectus.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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(d) 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. x Registration No. 333-133969
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This post-effective Amendment No. 1 to Crescent Financial Corporation’s Registration Statement on Form S-4 (Registration No. 333-133969) originally filed with the Securities and Exchange Commission on May 10, 2006 (including exhibits thereto), as amended by Amendment No. 1, filed June 1, 2006 (including exhibits thereto), is being filed for the sole purpose of amending the Exhibit Index to include Exhibit No. 8 filed herewith. The contents of the Registration Statement on Form S-4, Registration No. 333-133969, as amended by Amendment No. 1, filed June 1, 2006, are incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL SCHEDULES
The following exhibits are filed with this Registration Statement:
| Exhibit Number |
Description | |
| 8 | Tax Opinion of Dixon Hughes PLLC | |
| 23.1 | Consent of Dixon Hughes PLLC as to Crescent Financial Corporation | |
| 23.2 | Consent of Larrowe & Company, PLC as to Port City Capital Bank | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Cary, State of North Carolina, on September 6, 2006.
| CRESCENT FINANCIAL CORPORATION | ||
| By: |
/s/ Michael G. Carlton | |
| Michael G. Carlton | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on September 6, 2006 by the following persons in the capacities indicated.
| /s/ Michael G. Carlton Michael G. Carlton President and Chief Executive Officer |
| /s/ Bruce W. Elder Bruce W. Elder Vice President and Secretary (principal financial officer and principal accounting officer) |
| /s/ Brent D. Barringer* Brent D. Barringer Director |
| /s/ Joseph S. Colson, Jr.* Joseph S. Colson, Jr. Director |
| /s/ Bruce I. Howell* Bruce I. Howell Director |
| /s/ James A. Lucas, Jr.* James A. Lucas Director |
| /s/ Kenneth A. Lucas* Kenneth A. Lucas Director |
| /s/ Sheila Hale Ogle* Sheila Hale Ogle Director |
| /s/ Francis R. Quis, Jr.* Francis R. Quis, Jr. Director |
| /s/ Jon S. Rufty* Jon S. Rufty Director |
| /s/ Stephen K. Zaytoun* Stephen K. Zaytoun Director |
| * / s/ Michael G. Carlton |
| By Michael G. Carlton |
| Attorney-in-Fact |
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 8 | Tax Opinion of Dixon Hughes PLLC | |
| 23.1 | Consent of Dixon Hughes PLLC as to Crescent Financial Corporation | |
| 23.2 | Consent of Larrowe & Company, PLC as to Port City Capital Bank | |