As filed with the Securities and Exchange Commission on October 20, 2016 - Registration No. 333-194011
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EDGEWATER BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 46-3687434 | |
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
| incorporation or organization) |
321 Main Street, St. Joseph, Michigan 49085
(Address of Principal Executive Offices) (Zip Code)
Edgewater Bank 401(k) Plan
(Full Title of the Plan)
Richard E. Dyer, 321 Main Street, St. Joseph, Michigan 49085 (269) 982-4175
(Name, address, and telephone number, including area code, of agent for service)
Copies of Communications to:
Harvey Koning
Varnum LLP
333 Bridge St. NW, Suite 1700
Grand Rapids, Michigan 49504
(616) 336-6000
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 (the “Exchange Act”). (Check one):
| Large accelerated filer¨ | Accelerated filer¨ |
| Non-accelerated filer¨ (Do not check if a smaller reporting company) | Smaller reporting companyx |
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 boxx
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||||||||||
| Participation Interests | — | (1) | — | — | — | (2) | ||||||||||
| (1) | Pursuant to 17 C.F.R. Section 230.416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement covers an indeterminate amount of participation interests to be offered or sold pursuant to the Edgewater Bank 401(k) Plan (the “Plan”). |
| (2) | Pursuant to 17 C.F.R. Section 230.457(h)(3) of the Securities Act, no registration fee is required to be paid. |
This Registration Statement shall become effective upon filing in accordance with Section 8(a) of the Securities Act and 17 C.F.R. § 230.462 under the Securities Act.
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement (the “Registration Statement”) of Edgewater Bancorp, Inc. (“Edgewater”) filed with the Securities and Exchange Commission on February 18, 2014 on Form S-8 (Registration No. 333-194011) pertaining to the registration of Participation Interests, issuable under the Edgewater Bank Inc. 401(k) plan. Edgewater is a savings and loan holding company whose common shares are held of record by fewer than 1,200 shareholders. Edgewater desires to deregister all of the unissued Participation Interests 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, Edgewater is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all of the Participation Interests registered under the Registration Statement that remain unissued.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, 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 St. Joseph, State of Michigan, on October 17, 2016.
| EDGEWATER BANCORP, INC. | ||
| By: | /s/Richard E. Dyer | |
| Richard E. Dyer | ||
| President and Chief Executive Officer | ||
| (Duly Authorized Representative) |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| Signatures | Title | Date | ||
| /s/Richard E. Dyer | President and Chief Executive Officer | October 17, 2016 | ||
| Richard E. Dyer | (Principal Executive Officer) | |||
| /s/ Coleen S. Frens-Rossman | Senior Vice President and Chief | October 17, 2016 | ||
| Coleen S. Frens-Rossman | Financial Officer (Principal Financial | |||
| and Accounting Officer) | ||||
| /s/ Kenneth F. Ankli, III | Director | October 17, 2016 | ||
| Kenneth F. Ankli, III | ||||
| /s/ James R. Marohn | Director | October 17, 2016 | ||
| James R. Marohn | ||||
| /s/Stephen Ross | Director | October 17, 2016 | ||
| Stephen Ross | ||||
| /s/Thomas L. Starks | Director | October 17, 2016 | ||
| Thomas L. Starks | ||||
| /s/Norma Tirado-Kellenberger | Director | October 17, 2016 | ||
| Norma Tirado-Kellenberger | ||||
| /s/Lynn C. Todman | Director | October 17, 2016 | ||
| Lynn C. Todman |
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