As filed with the Securities and Exchange Commission on April 3, 2017
Registration No. 333-199971
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DCB Financial Corp
(Exact Name of Registrant as Specified in Its Charter)
| Ohio | 31-1469837 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
110 Riverbend Avenue
Lewis Center, Ohio 43035
(Address, including Zip Code, of Principal Executive Offices)
DCB Financial Corp
2014 Restricted Stock Plan
(Full title of the plan)
Matthew C. Tomb, Esq.
Executive Vice President,
General Counsel and Chief Risk Officer
First Commonwealth Financial Corporation
601 Philadelphia Street
Indiana, Pennsylvania 15701
(724) 463-2030
(Name, Address and Telephone Number 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 | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☒ | |||
EXPLANATORY NOTE
This Post-Effective Amendment relates to the following registration statement (the “Registration Statement”) filed with the Securities and Exchange Commission on November 7, 2014 by DCB Financial Corp, an Ohio corporation (the “Registrant”):
Registration Statement on Form S-8, File No. 333-199971, registering 350,000 shares of common stock, no par value per share, for issuance under the DCB Financial Corp 2014 Restricted Stock Plan.
On April 3, 2017, pursuant to the Agreement and Plan of Merger, dated as of October 2, 2016, by and between the Registrant and First Commonwealth Financial Corporation (“FCF”), the Registrant merged with and into FCF, with FCF being the surviving entity (the “Merger”).
In connection with the Merger, the Registrant has terminated any offering of the Registrant’s securities pursuant to the Registration Statement. In accordance with the undertakings made by the Registrant in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that remain unsold or unissued at the termination of the offering, the Registrant hereby amends the Registration Statement by deregistering all shares that remain unsold or unissued under such Registration Statement, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, 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 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City Indiana, Commonwealth of Pennsylvania, on April 3, 2017.
FIRST COMMONWEALTH FINANCIAL CORPORATION As successor to DCB Financial Corp | ||
| By: | /s/ Matthew Tomb | |
Name: Matthew Tomb Title: Executive Vice President, Chief Risk Officer and General Counsel | ||
