As filed with the Securities and Exchange Commission on December 28, 2012
Registration No. 333-156809
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
NATIONAL BANCSHARES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Ohio | 34-1518564 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
112 West Market Street
Orrville, Ohio 44667
(Address of Principal Executive Offices, Including Zip Code)
National Bancshares Corporation 2008 Equity Incentive Plan
(Full Title of the Plan)
Mark R. Witmer
President and Chief Executive Officer
112 West Market Street
Orrville, Ohio 44667
(330) 682-1010
(Name, address and telephone number, including area code, of agent for service)
Copy to:
John J. Jenkins
Calfee, Halter & Griswold LLP
The Calfee Building
1405 East Sixth Street
Cleveland, Ohio 44114
(216) 622-8200
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.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ | Smaller reporting company | x | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-8, Registration No. 333-156809, filed by National Bancshares Corporation (the “Registrant”) on January 20, 2009 (the “Registration Statement”) registering 223,448 common shares of the Registrant to be issued in connection with the National Bancshares Corporation 2008 Equity Incentive Plan.
The Registrant intends to file a Form 15 to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended. In accordance with the undertaking contained in the Registration Statement pursuant to Item 512 of Regulation S-K, by means of this Post-Effective Amendment, the Registrant is deregistering all securities registered under the Registration Statement which remain unsold as of the date of this Post-Effective Amendment.
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 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orrville, State of Ohio, on this 28th day of December, 2012.
| NATIONAL BANCSHARES CORPORATION | ||
| By: | /s/ Mark R. Witmer | |
Mark R. Witmer President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement on Form S-8 has been signed by the following persons on behalf of the Registrant in the capacities indicated on this 28th day of December, 2012.
Signature | Title | |
/s/ Mark R. Witmer Mark R. Witmer | President, Chief Executive Officer, and Director (Principal Executive Officer) | |
/s/ James R. VanSickle James R. VanSickle | Vice President & Chief Financial Officer (Principal Accounting and Financial Officer) | |
/s/ John Cook John Cook, CPA, Ph. D. | Director | |
/s/ Bobbi E. Douglas Bobbi E. Douglas | Director | |
/s/ John W. Kropf John W. Kropf | Director | |
/s/ John L. Muhlbach, Jr. John L. Muhlbach, Jr. | Director | |
/s/ Victor B. Schantz Victor B. Schantz | Director | |
/s/ Stephen W. Schmid Stephen W. Schmid | Director | |
/s/ James R. Smail James R. Smail | Director | |
/s/ Howard J. Wenger Howard J. Wenger | Director | |
/s/ Albert W. Yeagley Albert W. Yeagley | Director | |
