As filed with the Securities and Exchange Commission on April 29, 2016
Registration No. 333-188086
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PULASKI FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
| MISSOURI | 43-1816913 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
12300 Olive Boulevard
St. Louis, Missouri 63141
(314) 878-2210
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Gary W. Douglass
President and Chief Executive Officer
Pulaski Financial Corp.
12300 Olive Boulevard
St. Louis, Missouri 63141
(314) 878-2210
(Name, address and telephone number, including area code, of Agent for Service)
Copies to:
Edward G. Olifer, Esq.
Kilpatrick Townsend & Stockton LLP
Suite 900, 607 14th Street, NW
Washington, DC 20005
(202) 204-5600
(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 | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
EXPLANATORY NOTE
On April 23, 2013, Pulaski Financial Corp. (the “Company”), filed a shelf registration statement on Form S-3 (Registration No. 333-188086) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”), which was deemed effective upon filing. The Registration Statement registered the offer and sale from time to time the Company’s debt securities, common stock, preferred stock, warrants, depositary shares and units in an amount not to exceed $40,000,000 (the “Registered Securities”).
The Company is filing this Post-Effective Amendment to Registration Statement to withdraw and remove from registration the unissued and unsold Registered Securities, issuable by the Company pursuant to the Registration Statement.
Pursuant to an Agreement and Plan of Merger dated as of December 3, 2015, by and between First Busey Corporation and Pulaski Financial Corp., the Company is being merged with and into First Busey Corporation, effective as of April 30, 2016 (the “Merger”). Upon consummation of the Merger, each outstanding share of Common Stock (other than shares to be cancelled in accordance with the Merger Agreement) is being converted into the right to receive 0.79 shares of First Busey Corporation common stock, par value $.01 per share.
In connection with the closing of the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance with undertakings made by the Registrant in the Registration Statement to remove from registration by means of post-effective amendment any of the Registered Securities that remain unsold at the termination of the offering, the Registrant hereby terminates the effectiveness of the Registration Statement and removes from registration the Registered Securities registered but not sold or issued under the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Pulaski Financial Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 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 St. Louis, Missouri, on this 29thday of April, 2016.
| PULASKI FINANCIAL CORP. | ||
| By: | /s/ Gary W. Douglass | |
| Gary W. Douglass | ||
President and Chief Executive Officer (principal executive officer) | ||
Pursuant to the requirements of the Securities Act, this post-effective amendment to the Registration Statements has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Gary W. Douglass Gary W. Douglass | President and Chief Executive Officer (principal executive officer) | April 29, 2016 | ||
/s/ Paul J. Milano Paul J. Milano | Chief Financial Officer (principal financial and accounting officer) | April 29, 2016 | ||
* Stanley J. Bradshaw | Chairman of the Board | April 29, 2016 | ||
* William M. Corrigan, Jr. | Director | April 29, 2016 | ||
* Michael R. Hogan | Director | April 29, 2016 | ||
* Timothy K. Reeves | Director | April 29, 2016 | ||
* Sharon A. Tucker | Director | April 29, 2016 | ||
* Pursuant to the Powers of Attorney filed with the initial Form S-3 filed with the Securities and Exchange Commission on April 23, 2013.
| /s/ Gary W. Douglass |
| President and Chief Executive Officer |
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