As filed with the Securities and Exchange Commission on April 2, 2013
Registration No. 333-186912
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INDEPENDENT BANK GROUP, INC.
(Exact name of registrant as specified in its charter)
Texas | 6022 | 13-4219346 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
1600 Redbud Boulevard, Suite 400
McKinney, Texas 75069-3257
(972) 562-9004
(Address, including zip code and telephone number, including area code, of registrants principal executive offices)
Mr. David R. Brooks
Chairman and Chief Executive Officer
1600 Redbud Boulevard, Suite 400
McKinney, Texas 75069-3257
(972) 562-9004
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
Joseph A. Hoffman, Esq. Dudley W. Murrey, Esq. Andrews Kurth LLP 1717 Main Street, Suite 3700 Dallas, Texas 75201 (214) 659-4400 |
Mark Haynie, Esq. Haynie Rake Repass & Lowry, PC 14643 Dallas Parkway, Suite 550 Dallas, Texas 75254 (972) 716-1855 |
William T. Luedke IV, Esq. Shanna R. Kuzdzal, Esq. Bracewell & Giuliani LLP 711 Louisiana Street, Suite 2300 Houston, Texas 77002-2770 (713) 223-2300 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
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, please 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 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. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated 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.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||||
Nonaccelerated filer | x (Do not check if a smaller reporting company)
|
Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered |
Amount to
be Registered(1) |
Proposed Maximum Offering Price per Share |
Proposed Maximum Offering Price(2) |
Amount of Fee(3) | ||||
Common Stock, $0.01 par value per share |
3,680,000 | $26.00 | $95,680,000 | $13,050.75 | ||||
| ||||||||
|
(1) | Includes 480,000 shares of common stock issuable upon exercise of an option to purchase additional shares granted to the underwriters. |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended. |
(3) | This fee was previously paid. |
EXPLANATORY NOTE
This Amendment No. 3 to the Registration Statement on Form S-1, as amended (Registration No. 333-186912), of Independent Bank Group, Inc. is filed for the purpose of correcting a typographical error in footnote (2) to the Calculation of Registration Fee table on the cover of the Registration Statement. The Proposed Maximum Aggregate Offering Price was calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, not Rule 457(o) of such Act as previously stated.
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 city of McKinney, Texas, on April 2, 2013.
INDEPENDENT BANK GROUP, INC. | ||
By: |
/s/ David R. Brooks | |
David R. Brooks | ||
Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date |
||||
/s/ David R. Brooks |
Chairman, Chief Executive Officer and (Principal Executive Officer) |
April 2, 2013 | ||||
David R. Brooks |
||||||
/s/ Michelle S. Hickox |
Executive Vice President and Chief Financial Officer (Principal Financial and Principal Accounting Officer) |
April 2, 2013 | ||||
Michelle S. Hickox |
||||||
* |
Vice Chairman of Corporate Development and Director |
April 2, 2013 | ||||
Torry Berntsen |
||||||
* |
Vice Chairman and Director | April 2, 2013 | ||||
Daniel W. Brooks |
||||||
* |
Director | April 2, 2013 | ||||
M. Brian Aynesworth |
||||||
* |
Director | April 2, 2013 | ||||
Douglas A. Cifu |
Signature |
Title |
Date |
||||||
* |
Director | April 2, 2013 | ||||||
William E. Fair |
||||||||
* |
Director | April 2, 2013 | ||||||
Craig E. Holmes |
||||||||
* |
Director | April 2, 2013 | ||||||
Jack M. Radke |
||||||||
* |
Director | April 2, 2013 | ||||||
G. Stacy Smith |
||||||||
* |
Director | April 2, 2013 | ||||||
Michael T. Viola |
*By |
/s/ David R. Brooks | |
David R. Brooks | ||
Attorney-in-Fact |