As filed with the Securities and Exchange Commission on June 1, 2020 RegistrationNo. 333-184219
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO THE
FORMS-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
WELLESLEY BANCORP, INC.
(exact name of registrant as specified in its charter)
| Maryland | 45-3219901 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
100 Worcester Street, Suite 300
Wellesley, Massachusetts
(781)235-2550
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Wellesley Bancorp, Inc.
2012 Equity Incentive Plan
(Full Title of the Plan)
Michael F. Carotenuto Chief Financial Officer Cambridge Bancorp 1336 Massachusetts Avenue Cambridge, MA 02138 (617) 876-5500 | Copies to: Richard A. Schaberg, Esq. Les B. Reese, III, Esq. Hogan Lovells US LLP 555 Thirteenth Street, NW Columbia Square Washington, DC 20004 (202) 637-5600 |
(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, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | 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. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the following Registration Statement on FormS-8 (the “Registration Statement”) filed with the Securities and Exchange Commission on October 1, 2012 by Wellesley Bancorp, Inc., a Maryland corporation (“Wellesley”):
Registration Statement on FormS-8, FileNo. 333-184219, registering 337,001 shares of common stock, par value $0.01 per share, for issuance under the Wellesley Bancorp, Inc. 2012 Equity Incentive Plan.
Pursuant to the Agreement and Plan of Merger, dated as of December 5, 2019, by and among Cambridge Bancorp (“Cambridge”), Wellesley, Cambridge Trust Company and Wellesley Bank, Wellesley merged with and into Cambridge (the “Merger”), with Cambridge as the surviving corporation andsuccessor-by-merger to the Wellesley Bancorp, Inc. 2012 Equity Incentive Plan. The Merger became effective on June 1, 2020.
In connection with the Merger, Wellesley is terminating all offers and sales of its securities registered pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. 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 that remain unsold or unissued at the termination of the offering, Wellesley hereby amends the Registration Statement by deregistering all shares that remain unsold or unissued under such Registration Statement.
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, Wellesley Bancorp, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Massachusetts on June 1, 2020.
| CAMBRIDGE BANCORP | ||
As successor to Wellesley Bancorp, Inc. | ||
By: | /s/ Michael F. Carotenuto | |
| Name: Michael F. Carotenuto | ||
| Title: Chief Financial Officer | ||
No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 of the Securities Act.
