As filed with the Securities and Exchange Commission on July 29, 2019
Registration No. 333-79391
Registration No. 333-117956
Registration No. 333-189670
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-79391
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-117956
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-189670
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HOPFED BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
| 61-1322555 |
(State or Other Jurisdiction of |
| (I.R.S. Employer |
Incorporation or Organization) |
| Identification No.) |
4155 Lafayette Road |
|
|
Hopkinsville, Kentucky |
| 42240 |
(Address of Principal Executive Offices) |
| (Zip Code) |
HopFed Bancorp, Inc. 2013 Long-Term Incentive Plan
HopFed Bancorp, Inc. 2004 Long-Term Incentive Plan
HopFed Bancorp, Inc. 2000 Stock Option Plan
HopFed Bancorp, Inc. 1999 Stock Option Plan
HopFed Bancorp, Inc. Management Recognition Plan
(Full title of the Plan)
Rodger A. McHargue
Chief Financial Officer
First Financial Corporation
One First Financial Plaza
Terre Haute, Indiana 47807
(Name and Address of Agent for Service)
(812) 238-6000
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
John W. Tanselle, Esq.
SmithAmundsen LLC
201 N. Illinois Street, Suite 1400
Indianapolis, Indiana 46204
(317) 464-4148
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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer | o | Accelerated Filer | x |
Non-Accelerated Filer | o | Smaller Reporting Company | o |
|
| Emerging Growth Company | o |
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. o
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the “Post-Effective Amendment”) is being filed to deregister unsold securities of HopFed Bancorp, Inc., a Delaware corporation (the “Company”), that were registered on the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by the Company with the U.S. Securities and Exchange Commission, pertaining to the registration of securities for issuance under certain employee benefit and equity plans and agreements:
Registration No. |
| Date Filed with SEC |
| Name of Equity Plan or |
| Securities |
333-189670 |
| June 28, 2013 |
| HopFed Bancorp, Inc. 2013 Long-Term Incentive Plan |
| 300,000 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) |
|
|
|
|
|
|
|
333-117956 |
| August 5, 2004 |
| HopFed Bancorp, Inc. 2004 Long-Term Incentive Plan and HopFed Bancorp, Inc. 2000 Stock Option Plan |
| 240,000 shares of Common Stock |
|
|
|
|
|
|
|
333-79391 |
| May 27, 1999 |
| HopFed Bancorp, Inc. 1999 Stock Option Plan and HopFed Bancorp, Inc. Management Recognition Plan |
| 564,707 shares of Common Stock |
The Agreement and Plan of Merger, dated as of January 7, 2019, by and between First Financial Corporation, an Indiana corporation (“First Financial”), and the Company, provides for, among other things, the merger of the Company with and into First Financial (the “Merger”), whereupon the separate corporate existence of the Company will cease. The Merger became effective on July 27, 2019.
In connection with the closing of the Merger, the offerings by the Company pursuant to the Registration Statements have been terminated. In accordance with undertakings made by the Company in the Registration Statements to remove from registration by means of post-effective amendment any of the securities that remain unsold at the termination of the offerings, the Company hereby amends the Registration Statements to remove from registration any and all securities of the Company registered but unsold under the Registration Statements as of the date hereof, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Terre Haute, State of Indiana, on July 29, 2019.
| First Financial Corporation | |
| as successor by merger to HopFed Bancorp, Inc. | |
|
|
|
| By: | /s/ Rodger A. McHargue |
|
| Rodger A. McHargue |
|
| Treasurer and CFO |
|
| (Principal Financial Officer) |
* Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment.
