As filed with the Securities and Exchange Commission on April 25, 2002
Registration No. 333-32163
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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Post Effective Amendment No. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE COLONIAL BANCGROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 6711 63-0661573
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer Identification No.)
Classification Code Number)
One Commerce Street, Suite 800 (334) 240-5000
Montgomery, Alabama 36104 (Telephone No.)
(Address of principal executive offices)
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William A. McCrary
Senior Legal Counsel
Post Office Box 1108
Montgomery, Alabama 36101-1108
(Name and address of agent for service)
Copies to:
Willard H. Henson
Miller, Hamilton, Snider & Odom, L.L.C.
One Commerce Street, Suite 305
Montgomery, Alabama 36104
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
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. [ ]
The Colonial BancGroup, Inc. ("BancGroup") registered 906,207 shares of
its Common Stock on Form S-4, registration no. 333-32163, in connection with the
acquisition of First Independence Bank of Florida ("First Independence"), a
Florida state bank, including shares of BancGroup Common Stock to be issued
pursuant to the exercise of warrants and options of First Independence following
the merger. Such registration was declared effective on August 4, 1997.
A total of 503,932 shares were issued in the merger on October 1, 1997.
Subsequent to the merger, BancGroup issued a 2 for 1 stock split, effected in
the form of a 100% stock dividend (the "Stock Split"). In accordance with SEC
Rule 416(b), the registration statement is deemed to cover the additional shares
resulting from the Stock Split. Accordingly, the Form S-4, registration no.
333-32163, is deemed to register a total of 1,812,414 shares of BancGroup Common
Stock. Giving effect to the Stock Split, a total of 1,007,864 shares would be
deemed to have been issued in the merger and 51,679 shares were issued pursuant
to the exercise of First Independence warrants and options after the merger.
10,160 shares remain reserved to be issued pursuant to First Independence
options. All First Independence warrants were either exercised or expired under
their own terms.
Pursuant to the undertaking given by BancGroup in such registration
statement in accordance with Regulation S-K, item 512(a)(3), BancGroup hereby
removes 742,711 shares from registration, which represents the number of shares
registered less the number of shares issued in the merger, the number of shares
issued pursuant to the exercise of First Independence warrants and options and
the number of shares reserved to be issued pursuant to First Independence
options.
BancGroup will file a post effective amendment no. 2 on Form S-8 to
this registration statement respecting the issuance of 10,160 shares of
BancGroup Common Stock pursuant to First Independence options assumed in the
merger and registered on this Form S-4 registration statement.
SIGNATURE
Pursuant to Regulation S-K, item 512(a)(3) and SEC Rule 478(a)(4), the
undersigned registrant hereby executes this post effective amendment no. 1 to
its registration statement on Form S-4 to remove from registration certain
shares not issued and has caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Montgomery,
Alabama, on the 25th day of April, 2002.
THE COLONIAL BANCGROUP, INC.
By: /s/ W. Flake Oakley
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W. Flake Oakley
Executive Vice President,
Chief Financial Officer and
Secretary