Post-effective Amendment to an S-8 Filing (s-8 Pos)
June 05 2018 - 4:57PM
Edgar (US Regulatory)
Registration Nos. 333-168355
333-186754
As filed with the Securities and Exchange
Commission on June 5, 2018
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
EACH IDENTIFIED
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Jacksonville
Bancorp, Inc.
(Exact name of registrant as specified in
its charter)
Maryland
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36-4670835
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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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450 West Side Square
Carlinville, Illinois 62626
(217) 854-2674
(Address, including zip code, and telephone
number,
including area code, of registrant's principal
executive offices)
Jacksonville Savings Bank 2001 Stock
Option Plan
Jacksonville Savings Bank 1996 Stock
Option Plan
Jacksonville Savings Bank 401(k) Profit
Sharing Plan and Trust
Jacksonville Bancorp, Inc. 2012 Stock
Option Plan
(Full title of plan)
James
T. Ashworth
President
CNB Bank Shares, Inc.
450 West Side Square
Carlinville, Illinois 62626
(217) 854-2674
(Name, address,
including zip code, and telephone number, including area code, of agent for service)
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.
Large accelerated filer
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Accelerated filer
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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
x
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Emerging growth company
¨
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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.
¨
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to Form
S-8 Registration Statement relates to each Registration Statement on Form S-8 filed on July 28, 2010 (File No. 333-168355), and
February 20, 2013 (File No. 333-186754), and is being filed for the sole purpose of removing from registration any unsold shares
of Jacksonville Bancorp, Inc.’s (the “Registrant”) common stock (“Common Stock”), and any related
plan interests previously registered under any of the foregoing registration statements and that may have been acquired by the
Registrant’s employees pursuant to elective purchases of Common Stock under the Jacksonville Savings Bank 401(k) Profit Sharing
Plan and Trust (the “401(k) Plan”), and any unsold shares of the Registrant’s Common Stock that may have been
issuable pursuant to the Jacksonville Savings Bank 1996 Stock Option Plan (the “1996 Plan”), the Jacksonville Savings
Bank 2001 Stock Option Plan (the “2001 Plan”), or the Jacksonville Bancorp, Inc. 2012 Stock Option Plan (the “2012
Plan”).
On June 4, 2018, pursuant to the
Agreement and Plan of Merger, dated as of January 17, 2018, among CNB Bank Shares, Inc. (“CNB”), the Registrant
and CNB Acquisition, Inc., CNB Acquisition, Inc. merged with and into the Registrant, with the Registrant as the surviving
corporation (the “Merger”). Following the Merger, the Registrant was dissolved and liquidated into CNB, with CNB
continuing as the surviving corporation. As a result of the Merger, Registrant has terminated all offerings of its Common
Stock under the 1996 Plan, the 2001 Plan and the 2012 Plan, and no shares of the Registrant’s Common Stock are reserved
for future issuance under the 1996 Plan, the 2001 Plan or the 2012 Plan. Further, the Registrant has terminated all offerings
of its Common Stock and related plan interests under the 401(k) Plan, and no shares of the Registrant’s Common Stock
are reserved for future issuance under the 401(k) Plan.
In accordance with the undertakings made
by the Registrant in the foregoing registration statements to remove from registration, by means of a post-effective amendment,
any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Registrant
hereby removes from registration all of such securities registered with respect to 1996 Plan, the 2001 Plan, the 2012 Plan, and
the 401(k) Plan, which remain unsold and unissued under the foregoing registration statements in connection therewith as of the
date hereof.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, CNB Bank Shares, Inc. (as successor to the Registrant) certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration
Statements to be signed on its behalf by the undersigned, thereunto duly authorized in Carlinville, Illinois, on this 5th day of
June, 2018. No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance upon Rule 478
under the Securities Act of 1933, as amended.
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JACKSONVILLE BANCORP, INC.
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(on behalf of itself and as Plan Administrator)
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By: CNB BANK SHARES, INC.
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(as successor to Jacksonville Bancorp, Inc.)
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By:
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/s/ James T. Ashworth
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James T. Ashworth
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President
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(principal executive officer)
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