Registration No. 333-101514
Filed February 10, 2015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ESB Financial Corporation |
| (Exact Name of Registrant as Specified in Its Charter) |
| |
Pennsylvania | 25-1659846 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| |
600 Lawrence Avenue, Ellwood City, Pennsylvania | 16117 |
(Address of Principal Executive Offices) | (Zip Code) |
Charlotte A. Zuschlag President and Chief Executive Officer ESB Financial Corporation 271 Main Street Ellwood City, Pennsylvania 19438 (724) 758-5584 | | Copies to: Kenneth B. Tabach, Esq. Silver, Freedman, Taff & Tiernan LLP 3299 K Street, N.W., Suite 100 Washington, D.C. 20007 (202) 295-4500 |
| (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 Exchange Act.
| Large accelerated filer | [ ] | Accelerated filer | | [X] |
| Non-accelerated filer | [ ] | Smaller reporting company | [ ] |
| (Do not check if a smaller reporting company) | | | |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the "Amendment") relates to the Registration Statement on Form S-3 of ESB Financial Corporation (the "Company"), Registration No. 333-101514 (the "Registration Statement"), registering 200,000 shares of common stock of the Company under the Company's Dividend Reinvestment and Stock Purchase Plan.
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 29, 2014, by and between Wesbanco, Inc. ("WesBanco"), WesBanco Bank, Inc., the Company and ESB Bank, the Company is being merged with and into WesBanco, effective as of close of business on February 10, 2015 (the "Merger"). Upon consummation of the Merger, each outstanding share of common stock of the Company (other than shares to be cancelled in accordance with the Merger Agreement) is being converted into and exchangeable for the right to receive the merger consideration of $1.76 in cash and 0.502 of a share of common stock, par value $2.0833 per share, of WesBanco.
As a result of the transactions contemplated by the Merger Agreement, the Company has terminated any offering of the Company's securities pursuant to Dividend Reinvestment and Stock Purchase Plan. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statement, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and Rule 478 thereunder, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this post-effective amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Ellwood City, Commonwealth of Pennsylvania, on this 10th day of February 2015.
| | ESB FINANCIAL CORPORATION |
| | | |
| | | |
| | By: | /s/ Charlotte A. Zuschlag |
| | | Charlotte A. Zuschlag |
| | | President and Chief Executive Officer |
