Post-effective Amendment to an S-3d Filing (s-3dpos)
June 27 2023 - 5:02PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on June 27, 2023
Registration No. 333-191939
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-3
POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT NO. 333-191939
UNDER
THE SECURITIES ACT OF 1933
THE COMMUNITY FINANCIAL CORPORATION
(Exact name of registrant as specified in its certificate
of incorporation)
Maryland | |
52-1652138 |
(State or other jurisdiction of incorporation or organization) | |
(I.R.S. Employer Identification No.) |
3035 Leonardtown Road
Waldorf, Maryland 20601
(301) 645-5601
(Address, including zip code, and telephone
number, including area code, of registrant's principal
executive offices)
James M. Burke
President and Chief Executive Officer
The Community Financial Corporation
3035 Leonardtown Road
Waldorf, Maryland 20601
(301) 645-5601
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copies To:
Gary R. Bronstein, Esq.
Edward G. Olifer, Esq.
Kilpatrick Townsend & Stockton LLP
701 Pennsylvania Avenue, NW, Suite 200
Washington, DC 20004
(202) 508-5800
Approximate date of commencement of proposed sale
to the public: Not Applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration
statement.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box ¨
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, other than securities offered
only in connection with dividend or interest reinvestment plans, 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 registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
¨ | |
Accelerated filer |
¨ |
Non-accelerated filer |
x | |
Smaller reporting company |
x |
|
| |
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 SECURITIES
This Post-Effective Amendment
No. 1 to the following Registration Statement on Form S-3D (the “Registration Statement”) is being filed by The Community
Financial Corporation (“TCFC”) with the Securities and Exchange Commission (the “SEC”) to terminate all offerings
under the Registration Statement and to deregister any and all shares of TCFC common stock, par value $0.01 per share, together with any
and all plan interests and other securities registered but unsold as of the date hereof thereunder (note that the share numbers listed
below do not take into account any applicable corporate actions, such as stock splits, that may have been taken in the interim):
| · | Registration Statement on Form S-3D, File No. 333-191939, filed with the SEC on December 28, 2013, registering
250,000 shares of common stock, par value $0.01 per share, issuable pursuant to The Community Financial Corporation Dividend Reinvestment
Plan. |
Pursuant to the
Agreement and Plan of Merger dated December 14, 2022, by and between Shore Bancshares, Inc. and The Community Financial Corporation
(the “Merger Agreement”), TCFC will be merged with and into Shore Bancshares, Inc. (“SHBI”) effective on
July 1, 2023. Upon consummation of the merger, each share of common stock of TCFC outstanding immediately prior to the merger,
subject to the terms of the Merger Agreement, will be converted into the right to receive 2.3287 shares of SHBI common stock.
In connection with the transactions
contemplated by the Merger Agreement, TCFC has terminated any offering of TCFC’s securities pursuant to the above-referenced Registration
Statement. Accordingly, pursuant to the undertakings contained in the Registration Statement to remove from registration, by means of
a post-effective amendment, any of the securities registered that remain unsold at the termination of the offerings, TCFC is filing this
Post-Effective Amendment No. 1 to the Registration Statement to deregister, and does hereby remove from registration, all the securities
of TCFC registered under such Registration Statement that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3D and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waldorf, Maryland on June 27, 2023.
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THE COMMUNITY FINANCIAL CORPORATION |
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By: |
/s/ James M. Burke |
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James M. Burke |
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President and Chief Executive Officer |
No
other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 of the Securities
Act of 1933, as amended.
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