As filed with the Securities and Exchange Commission On July 8, 1997 Registration No. 2-86915 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 TransFinancial Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 46-0278762 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) 8245 Nieman Road, Suite 100 Lenexa, Kansas 66214 (Address of Principal Executive (Zip Code) Offices) AMERICAN CARRIERS, INC. 1983 INCENTIVE STOCK OPTION PLAN (Full title of plan) Mark A. Foltz Vice President, Finance and Secretary TransFinancial Holdings, Inc. 8245 Nieman Road, Suite 100 Lenexa, Kansas 66214 (Name and address of agent for service) (913) 859-0055 (Telephone number, including area code, or agent for service) POST-EFFECTIVE AMENDMENT NO. 1 Pursuant to a Registration Statement on Form S-8, Registration No. 2-86915 (the "Registration Statement") filed by TransFinancial Holdings, Inc. (the "Company") on October 3, 1983, the Company registered 400,000 shares of its Common Stock, par value, for sale pursuant to the American Carriers, Inc. 1983 Incentive Stock Option Plan (the "Plan"). As of the date of this Post-Effective Amendment No. 1, 30,200 shares of Common Stock have been sold under the Plan. Additionally, as of the date of this Post-Effective Amendment No. 1, no incentive stock options are granted and outstanding under the plan, nor may additional incentive stock options be granted under the Plan. The Company hereby amends the Registration Statement to withdraw from registration all 369,800 shares of Common Stock remaining unsold under the Registration Statement as of the date of this Post-Effective Amendment No. 1. SIGNATURES The Registrant. 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 amendment to the registration statement authorized, in the city of Lenexa, State of Kansas, on July 8, 1997. TRANSFINANCIAL HOLDINGS, INC. (Registrant) BY:/s/ Mark A. Foltz Mark A. Foltz Vice President, Finance and Secretary Pursuant to the requirement of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities on the dates indicated. Signature Title Date /s/Timothy P. O'Neil President, Chief Executive July 7,1997 Timothy P. O'Neil Officer and a Director (Principal Executive Officer) /s/William D. Cox Chairman of the Board of July 7, 1997 William D. Cox Directors /s/Mark A. Foltz Vice President, Finance and July 7, 1997 Mark A. Foltz Secretary (Principal Accounting Officer) /s/Lawrence D. Crouse Vice President and a Director July 7, 1997 Lawrence D. Crouse /s/J. Richard Devlin Director July 7, 1997 J. Richard Devlin /s/Harold C. Hill Director July 7, 1997 Harold C. Hill, Jr. /s/Roy R. Laborde Director July 7, 1997 Roy R. Laborde /s/Eleanor B. Schwartz Director July 7, 1997 Eleanor B. Schwartz