As filed with the Securities and Exchange Commission on November 15, 2017
Registration No. 333-174339
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
SBT BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Connecticut | 20-4346972 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
86 Hopmeadow Street
Weatogue, Connecticut 06089
(Address, including zip code, of registrant’s principal executive offices)
SBT BANCORP, INC. 2011 STOCK AWARD AND OPTION PLAN
(Full title of the Plan)
Martin J. Geitz
President and Chief Executive Officer
SBT Bancorp, Inc.
86 Hopmeadow Street
Weatogue, Connecticut 06089
(860) 408-5493
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_______
With a Copy to:
Robert M. Taylor III, Esq.
Day Pitney LLP
242 Trumbull Street
Hartford, Connecticut 06103
(860) 275-0100
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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 ☐ |
| | Accelerated filer ☐ |
| | Non-accelerated filer ☐ (Do not check if a smaller reporting company) |
| | Smaller reporting company ☒ |
| | Emerging growth company ☐ |
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. ☐
EXPLANATORY NOTE
On May 19, 2011, SBT Bancorp, Inc. (the “Company”) filed a Registration Statement on Form S-8 (Registration No. 333-174339) (the “Original Registration Statement”) under the Securities Act of 1933, as amended, with the Securities and Exchange Commission (the “SEC”). The Original Registration Statement registered 100,000 shares of the Company’s common stock, no par value per share (the “Common Stock”), to be issued under the SBT Bancorp, Inc. 2011 Stock Award and Option Plan. The Company intends to file a Form 15 with the SEC to terminate the registration of its Common Stock under the Securities Exchange Act of 1934, as amended. The Company, by filing this Post-Effective Amendment No. 1 to the Original Registration Statement, hereby terminates the effectiveness of the Original Registration Statement and removes from registration any and all securities registered but otherwise unissued under the Original Registration Statement as of the date hereof. This filing is made in accordance with an undertaking made by the Company in Part II of the Original Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unissued at the termination of the offering.
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 No. 1 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Simsbury, State of Connecticut, on November 15, 2017.
| | SBT BANCORP, INC. |
| | | |
| | | |
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| Date: November 15, 2017 | By: | /s/ Martin J. Geitz |
| | | Martin J. Geitz |
| | | President and Chief Executive Officer |
| | | (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
| Signature | | Capacity | | Date |
| | | | | |
| | | | | |
| /s/ Martin J. Geitz | | President, Chief Executive Officer and Director | | November 15, 2017 |
| Martin J. Geitz | | (Principal Executive Officer) | | |
| | | | | |
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| /s/ Richard J. Sudol | | Senior Vice President, Chief Financial Officer and Treasurer | | November 15, 2017 |
| Richard J. Sudol | | (Principal Financial Officer) | | |
| | | | | |
| | | | | |
| /s/ Robert J. Bogino | | Director | | November 15, 2017 |
Robert J. Bogino | | | | |
| | | | | |
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| /s/ James T. Fleming | | Director | | November 15, 2017 |
| James T. Fleming | | | | |
| | | | | |
| | | | | |
/s/ Gary R. Kevorkian | | Director | | November 15, 2017 |
Gary R. Kevorkian | | | | |
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| /s/ Jerry W. Long | | Director | | November 15, 2017 |
| Jerry W. Long | | | | |
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| /s/ Nicholas B. Mason | | Director | | November 15, 2017 |
| Nicholas B. Mason | | | | |
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| /s/ Michael D. Nicastro | | Director | | November 15, 2017 |
| Michael D. Nicastro | | | | |
/s/ Peter C. Pabich | | Director | | November 15, 2017 |
| Peter C. Pabich | | | | |
| | | | | |
| | | | | |
| /s/ David W. Sessions | | Director | | November 15, 2017 |
| David W. Sessions | | | | |
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| /s/ Ann G. Taylor | | Director | | November 15, 2017 |
| Ann G. Taylor | | | | |
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| /s/ Penny R. Woodford | | Director | | November 15, 2017 |
| Penny R. Woodford | | | | |
