As filed with the Securities and Exchange Commission on January 23, 1997 Registration No. 333-2690 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PEOPLES FINANCIAL CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) OHIO 6035 34-1822228 - ---------------- ---------------------------- ---------------------- (State or other (Primary Standard Industrial (I.R.S. employer jurisdiction of Classification Code Number) identification number) incorporation or organization) 211 Lincoln Way East Massillon, Ohio 44646 (330) 832-7441 --------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Paul von Gunten Peoples Financial Corporation 211 Lincoln Way East Massillon, Ohio 44646 (330) 832-7441 --------------------------------------------------- (Name, address, including Zip Code, and telephone number, including area code, of agent for service) With copies to: Cynthia A. Shafer Vorys, Sater, Seymour and Pease Atrium Two, 221 East Fourth Street Cincinnati, Ohio 45202 (513) 723-4000 Sale Concluded September 12, 1996. This Post-Effective Amendment No. 1 is filed for the purpose of deregistering 228,238 common shares, without par value (the "Common Shares"), of Peoples Financial Corporation ("PFC") heretofore registered and offered pursuant to the terms of the Prospectus dated July 25, 1996 (the "Prospectus"). The remaining 1,491,012 common shares registered pursuant to this Registration Statement on Form S-1 have been issued and sold in accordance with the Prospectus in the Subscription Offering described therein. No changes are being made to the Prospectus or to Part II of the Registration Statement. PFC has determined that no further shares will be offered, sold and issued pursuant to the Prospectus. PFC therefore requests deregistration of the unissued Common Shares registered pursuant to this Registration Statement as soon as is practicable after the filing of this Post-Effective Amendment No. 1. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, duly authorized to do so, in the City of Massillon, State of Ohio, on January 22, 1997. By: /S/ PAUL VON GUNTEN _____________________________________ Paul von Gunten President, Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 has been signed below by the following persons in the capacities and as of the dates indicated. SIGNATURE TITLE DATE - --------- --------- -------- /S/ PAUL VON GUNTEN President, Chief Executive January 22, 1997 - ------------------- Officer Paul von Gunten (Principal Executive Officer) and Director /S/ JAMES R. RINEHART Treasurer January 22, 1997 - --------------------- (Principal Financial and James R. Rinehart Accounting Officer) /S/ VICTOR C. BAKER Director January 22, 1997 - ------------------- Victor C. Baker /S/ JAMES P. BORDNER Director January 22, 1997 - -------------------- James P. Bordner /S/ VINCENT G. MATECHECK Director January 22, 1997 - ------------------------ Vincent G. Matecheck /S/ THOMAS E. SHELT Director January 22, 1997 - ------------------- Thomas E. Shelt /S/ VINCE E. STEPHAN Director January 22, 1997 - -------------------- Vince E. Stephan