Registration No. 333-164244
As filed with the Securities and Exchange Commission on December 21, 2015
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
Athens Bancshares Corporation
(Exact Name of Registrant as Specified in its Charter)
| Tennessee | 27-0920126 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
106 Washington Avenue
Athens, Tennessee 37303
(Address of Principal Executive Offices)
Athens Federal Community Bank, National Association 401(k) Plan
(formerly, Athens Federal Community Bank 401(k) Plan)
(Full Title of the Plan)
Copies to:
| Jeffrey L. Cunningham | Victor L. Cangelosi, Esquire | |
| President and | Thomas P. Hutton, Esquire | |
| Chief Executive Officer | Luse Gorman, PC | |
| Athens Bancshares Corporation | 5335 Wisconsin Ave., N.W., Suite 780 | |
| 106 Washington Avenue | Washington, DC 20015-2035 | |
| Athens, TN 37303 | (202) 274-2000 | |
| (423) 745-1111 | ||
| (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 Securities Exchange Act of 1934, as amended. (Check one):
| Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [ ] | Smaller reporting company [ X ] |
| (Do not check if a smaller reporting company) | |||
This Registration Statement shall become effective upon filing in accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. § 230.464.
EXPLANATORY NOTE
Athens Bancshares Corporation is a bank holding company and the class of securities to which this Registration Statement relates is held by fewer than 1,200 shareholders of record. 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, Athens Bancshares Corporation is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all of the shares of common stock, $0.01 par value (and related participation interest), registered under the Registration Statement that remain unsold.
SIGNATURES
The Registrant. 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 Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Athens, in the State of Tennessee, on this 21st day of December, 2015.
ATHENS BANCSHARES CORPORATION | |
| By: | /s/ Jeffrey L. Cunningham |
| Jeffrey L. Cunningham | |
| President, Chief Executive Officer and a Director | |
| (Duly Authorized Representative) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.
| Signatures | Title | Date | ||
| /s/ Jeffrey L. Cunningham | President, Chief Executive Officer and | December 21, 2015 | ||
| Jeffrey L. Cunningham | a Director | |||
| (Principal Executive Officer) | ||||
| /s/ Michael R. Hutsell | Vice President, Chief Operating | December 21, 2015 | ||
| Michael R. Hutsell | Officer and Chief Financial Officer | |||
| (Principal Financial and Accounting Officer) | ||||
| /s/ Elaine M. Cathcart* | Director | December 21, 2015 | ||
| Elaine M. Cathcart | ||||
| /s/ G. Scott Hannah* | Director | December 21, 2015 | ||
| G. Scott Hannah | ||||
| /s/ G. Timothy Howard* | Director | December 21, 2015 | ||
| G. Timothy Howard | ||||
| /s/ Lyn B. Thompson* | Director | December 21, 2015 | ||
| Lyn B. Thompson | ||||
| /s/ Larry D. Wallace* | Director | December 21, 2015 | ||
| Larry D. Wallace | ||||
| /s/ Darrell Murray* | Director | December 21, 2015 | ||
| Darrell Murray | ||||
| Director | December ___, 2015 | |||
| Raymond A. Grant | ||||
* Pursuant to a Power of Attorney dated January 7, 2010, contained on the signature page of the Form S-8 Registration Statement filed on January 7, 2010.
The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Athens Federal Community Bank, National Association 401(k) Plan) have duly caused this Post-Effective Amendment to Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Athens, in the State of Tennessee, on this 21st day of December , 2015.
ATHENS FEDERAL COMMUNITY BANK, NATIONAL ASSOCIATION 401(k) PLAN | |
| By: | /s/ Michael R. Hutsell |
| Michael R. Hutsell | |
| Plan Administrator | |
| (Duly Authorized Representative) |