As filed with the Securities and Exchange Commission on October 5, 2018

Registration No. 333-226031

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

_______________________________

EMCLAIRE FINANCIAL CORP

(Exact Name of Registrant as Specified in Its Charter)

_______________________________

______________________________

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the attached proxy statement/information 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 of 1933, as amended (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 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. (Check one):

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 13(a) of the Exchange Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: 

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	☐
Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer)	☐

              
          This Post-Effective Amendment No. 1 to Registration Statement on Form S-4 (Reg. No. 333-226031) shall hereafter become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933.

 

 

 

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DEREGISTRATION OF SECURITIES

 

In accordance with the undertaking of Emclaire Financial Corp ("Emclaire") set forth in the Registration Statement on Form S-4 (File No. 333-226031), declared effective on July 27, 2018, Emclaire is filing this Post-Effective Amendment No. 1 to deregister 21,679 shares of its common stock, par value  $1.25 per share ("Common Stock"), previously registered under the Securities Act pursuant to the Registration Statement, issuable to the shareholders of Community First Bancorp, Inc. ("Community First") in connection with the merger of Community First with and into Emclaire.

 

Pursuant to the Registration Statement, 440,852 shares of Common Stock, 286,898 shares of Series C non-cumulative preferred stock ("Series C Preferred Stock") and 133,705 shares of Series D non-cumulative preferred stock ("Series D Preferred Stock of Emclaire were registered. These shares were registered pursuant to the Registration Statement in order to be issued to the shareholders of Community First and Community First Bank in connection with the merger. Upon the consummation of the merger, Emclaire issued a total of 419,173 shares of Common Stock, 286,898 shares of Series C Preferred Stock and 133,705 shares of Series D Preferred Stock.  Therefore, in accordance with the undertaking mentioned above, Emclaire hereby deregisters the remaining 21,679 shares of Common Stock previously registered pursuant to the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Emlenton, Pennsylvania, on October 5, 2018.

Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the registration statement has been signed below by the following persons in the capacities and on the dates indicated.

* By William C. Marsh, Attorney-in-fact.