As filed with the Securities and Exchange Commission on January 6, 2006
Registration No. 333-128277
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO THE FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NEW ENGLAND BANCSHARES, INC.
(FORMERLY KNOWN AS NEBS BANCSHARES, INC.)
(Name of small business issuer in its charter)
MARYLAND 6035 04-3693643
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
660 ENFIELD STREET 660 ENFIELD STREET
ENFIELD, CONNECTICUT 06082 ENFIELD, CONNECTICUT 06082
(860) 253-5200 (860) 253-5200
(Address and telephone number of (Address of principal place of business
principal executive offices) or intended principal place of business)
DAVID J. O'CONNOR
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NEW ENGLAND BANCSHARES, INC.
660 ENFIELD STREET
ENFIELD, CONNECTICUT 06082
(860) 253-5200
(Name, address and telephone number of agent for service)
COPIES TO:
LAWRENCE M. F. SPACCASI, ESQ.
SCOTT A. BROWN, ESQ.
MULDOON MURPHY & AGUGGIA LLP
5101 WISCONSIN AVENUE, NW
WASHINGTON, DC 20016
(202) 362-0840
SALE TO THE PUBLIC CONCLUDED DECEMBER 21, 2005
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This Post-Effective Amendment No. 1 is filed for the purpose of
deregistering 975,209 shares of the $.01 par value common stock (the "Common
Stock") of New England Bancshares, Inc., formerly known as NEBS Bancshares, Inc.
(the "Company"), heretofore registered and offered pursuant to the terms of the
Prospectus dated November 14, 2005 (the "Prospectus"). The remaining 5,346,691
shares registered pursuant to this Registration Statement on Form SB-2 have been
issued in accordance with the Prospectus, including 3,075,855 shares sold in the
subscription and community offerings and 2,270,836 shares issued to stockholders
of the former New England Bancshares, Inc., each as described in the Prospectus.
The Company has determined that no further shares will be offered, sold,
issued and/or exchanged pursuant to the Prospectus. The Company therefore
requests deregistration of the unissued shares of Common Stock registered
pursuant to this Registration Statement as soon as is practicable after the
filing of the Post-Effective Amendment No. 1.
CONFORMED
SIGNATURES
In accordance with 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 SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Enfield,
State of Connecticut, on January 6, 2006.
NEW ENGLAND BANCSHARES, INC.
By: /s/ David J. O'Connor
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David J. O'Connor
President and Chief Executive Officer
(duly authorized representative)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
Name Title Date
- ---- ----- ----
/s/ David J. O'Connor President, Chief Executive January 6, 2006
- ------------------------ Officer and Director
David J. O'Connor (principal executive officer)
/s/ Scott D. Nogles Senior Vice President and Chief January 6, 2006
- ------------------------ Financial Officer
Scott D. Nogles (principal accounting and
financial officer)
* Chairman of the Board
- ------------------------
Peter T. Dow
* Director
- ------------------------
Lucien P. Bolduc
* Director
- ------------------------
William C. Leary
* Director
- ------------------------
Myron J. Marek
Director
- ------------------------
Dorothy McCarty
* Director
- ------------------------
Richard K. Stevens
* Director
- ------------------------
Richard M. Tatoian
* Pursuant to the Powers of Attorney filed as Exhibit 24.0 to the Registration
Statement on Form SB-2 for New England Bancshares, Inc. (formerly known as
NEBS Bancshares, Inc.) and Enfield Federal Savings and Loan Association
Employees' Savings & Profit-Sharing Plan and Trust filed on September 13,
2005.
/s/ David J. O'Connor January 6, 2006
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David J. O'Connor