As filed with the Securities and Exchange Commission on December 2, 2013.
Registration No. 333-125143
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
VSB Bancorp, Inc.
(Exact name of registrant as specified in its charter)
| New York | 11 - 3680128 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 4142 Hylan Boulevard, Staten Island, New York | 10308 | |
| (Address of principal executive offices | Zip Code) |
VSB Bancorp, Inc. 2004 Directors Stock Option Plan
Raffaele M. Branca
VSB Bancorp, Inc.
4142 Hylan Boulevard, Staten Island, New York 10308
Tel. No. 718-979-1100
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Jay L. Hack, Esq.
Gallet Dreyer & Berkey, LLP
845 Third Avenue
New York, NY 10022
212-935-3131
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):
| o Large accelerated filer | o Accelerated filer | |
| o Non-accelerated filer | (Do not check if a smaller reporting company) | x Smaller reporting company |
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment relates to the following Registration Statement (the “Registration Statement”) of VSB Bancorp, Inc. (“VSB”):
Registration Statement filed with the Securities and Exchange Commission on May 23, 2005 on Form S-8 (Registration No. 333-125143) pertaining to the registration of 55,000 common shares, par value $0.0001 per share, of VSB (“Common Shares”), issuable under the VSB Bancorp, Inc. 2004 Directors Stock Option Plan. VSB is a bank holding company and the class of securities to which the Registration Statement applies is held of record by fewer than 1,200 shareholders. VSB desires to deregister all of the unissued Common Shares registered on the Registration Statement and to suspend reporting under the Securities Act of 1934, as amended. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, VSB is filing this Post-Effective Amendment to the Registration Statement to deregister all of the Common Shares registered under the Registration Statement that remain unissued.
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-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 27, 2013.
VSB BANCORP, INC.
| By: /s/ | Raffaele M. Branca | |
| Raffaele M. Branca | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacities and on the dates indicated. The following signers represent, inter alia, at least a majority of the members of the Board of Directors.
| /s/Raffaele M. Branca | November 27, 2013 | |
| Raffaele M. Branca, President, Chief Executive | Date | |
| Officer, Principal Financial Officer and Director | ||
| /s/Jonathan B. Lipschitz | November 27, 2013 | |
| Jonathan B. Lipschitz, Vice President | Date | |
| Controller and Principal Accounting Officer | ||
| /s/Joseph J. LiBassi | November 27, 2013 | |
| Joseph J, LiBassi, Director and Chairman of the Board | Date | |
| /s/Joan Nerlino Caddell | November 27, 2013 | |
| Joan Nerlino Caddell, Director | Date | |
| /s/Chaim Farkas | November 27, 2013 | |
| Chaim Farkas, Director | Date | |
| /s/Alfred C. Johnsen | November 27, 2013 | |
| Alfred C. Johnsen, Director | Date | |
| /s/Robert P. Moore | November 27, 2013 | |
| Robert P. Moore, Director | Date | |
| /s/Carlos Perez | November 27, 2013 | |
| Carlos Perez, Director | Date | |
| /s/Bruno Savo | November 27, 2013 | |
| Bruno Savo, Director | Date |