As filed with the Securities and Exchange Commission on October 13, 2011
Registration No. 333-172770
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to the
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Carroll Bancorp, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 6712 | 27-5463184 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
1321 Liberty Road
Sykesville, Maryland 21784
(410) 795-1900
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Mr. Russell J. Grimes
President and Chief Executive Officer
Carroll Community Bank
1321 Liberty Road
Sykesville, Maryland 21784
(410) 795-1900
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Frank C. Bonaventure, Esq.
Ober, Kaler, Grimes & Shriver, P.C.
100 Light Street
Baltimore, Maryland 21202
(410) 685-1120
Approximate date of commencement of proposed sale to the public: Sale to the public concluded on October 12, 2011.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ¨
If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨
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):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x |
This Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (No. 333-172770) shall hereafter become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933, as amended.
Deregistration of Common Stock
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-1 (No. 333-172770) originally filed by Carroll Bancorp, Inc. (the “Registrant”) with the Securities and Exchange Commission on March 11, 2011 (as amended, the “Registration Statement”). The Registration Statement registered 515,775 shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”), for issuance by the Registrant pursuant to its offering of its Common Stock in connection with the proposed conversion of Carroll Community Bank from a mutual savings bank to a commercial bank. The Registrant sold an aggregate of 359,456 shares of Common Stock under the Registration Statement.
In accordance with the undertaking made by the Registrant in the Registration Statement, the Registrant hereby amends the Registration Statement to deregister the 156,319 shares of Common Stock that were registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Sykesville, State of Maryland on October 13, 2011.
CARROLL BANCORP, INC. | ||
By: | /s/ Russell J. Grimes | |
Russell J. Grimes | ||
President, Chief Executive Officer and Director (Duly Authorized Representative) |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures | Title | Date | ||
/s/ Russell J. Grimes Russell J. Grimes | President, Chief Executive Officer and Director (Principal Executive Officer) | October 13, 2011 | ||
/s/ Michael J. Gallina Michael J. Gallina | Chief Financial Officer (Principal Financial and Accounting Officer) | October 13, 2011 | ||
/s/ C. Todd Brown* C. Todd Brown | Chairman of the Board | October 13, 2011 | ||
/s/ R. Wayne Barnes* R. Wayne Barnes | Director | October 13, 2011 | ||
/s/ Gilbert L. Fleming* Gilbert L. Fleming | Director | October 13, 2011 | ||
/s/ Brian L. Haight* Brian L. Haight | Vice-Chairman | October 13, 2011 | ||
/s/ Nancy L. Parker* Nancy L. Parker | Director | October 13, 2011 | ||
/s/ Charles E. Wehland* Charles E. Wehland | Director | October 13, 2011 |
*By: | /s/ Russell J. Grimes | |
Russell J. Grimes, pursuant to power of attorney |