As Filed with the Securities and Exchange Commission on September 23, 2016
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post Effective Amendment No. 2 to
FORM S-11
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
American Church Mortgage Company
(Exact Name of Registrant as Specified in Governing Instruments)
10237 Yellow Circle Drive
Minnetonka, MN 55343
(952) 945-9455
(Address, Including Zip Code, and Telephone Number, Including Area
Code, of Registrant’s Principal Executive Offices)
Philip J. Myers, President
10237 Yellow Circle Drive
Minnetonka, MN 55343
(952) 945-9455
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of Agent For Service)
copies to:
Philip T. Colton, Esq.
Winthrop & Weinstine, P.A.
225 South Sixth Street, Suite 3500
Minneapolis, MN 55402
(612) 604-6400
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
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.[X]
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of 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. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.[_]
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,” and “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filero | Accelerated filero | Non-accelerated filero | Smaller reporting company[X] |
CALCULATION OF REGISTRATION FEE | ||||
Title Of Each Class Of Securities To Be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Unit | Proposed Maximum Aggregate Offering Price | Amount Of Registration Fee |
Series D Secured Investor Certificates |
10,000 |
$1,000(1) |
$10,000,000 |
$1,288(2) |
(1) Certificates may be purchased in any multiple of $1,000.
(2) Previously paid.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Explanatory Note
This Post-Effective Amendment No. 2 is being filed solely to correct an error in the original filing cover page as to the amount of Series D Secured Investor Certificates being offered. The amount that is being offered is 10,000 certificates totaling $10,000,000. As of the date hereof, the Company has sold $6,840,000 of Series D Secured Investor Certificates.
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-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Minnetonka, state of Minnesota, on September 23, 2016.
AMERICAN CHURCH MORTGAGE COMPANY
By /s/ Philip J. Myers
Philip J. Myers, President and Chief Executive Officer
By /s/ Scott J. Marquis
Scott J. Marquis, Chief Financial Officer and Treasurer
POWER OF ATTORNEY
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.
/s/ Philip J. Myers | Director, President and Secretary. (Principal Executive Officer) | September 23, 2016 |
Philip J. Myers | ||
/s/ Scott J. Marquis | Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | September 23, 2016 |
Scott J. Marquis | ||
/s/ Kirbyjon H. Caldwell* | Director | September 23, 2016 |
Kirbyjon H. Caldwell | ||
/s/ Dennis J. Doyle* | Director | September 23, 2016 |
Dennis J. Doyle | ||
/s/ Michael G. Holmquist* | Director | September 23, 2016 |
Michael G. Holmquist | ||
*By Philip J. Myers and Scott J. Marquis, Attorneys-in-Fact |