1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 2006 REGISTRATION NO. 333-129026 - -------------------------------------------------------------------------------- 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 ------------- PULASKI FINANCIAL CORP. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ------------- MISSOURI 43-1816913 (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 12300 OLIVE BOULEVARD ST. LOUIS, MISSOURI 63141 (314) 878-2210 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------- WILLIAM A. DONIUS CHIEF EXECUTIVE AND OFFICER AND CHAIRMAN OF THE BOARD PULASKI FINANCIAL CORP. 12300 OLIVE BOULEVARD ST. LOUIS, MISSOURI 63141 (314) 878-2210 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------- COPIES TO: AARON M. KASLOW, ESQ. DAVE M. MUCHNIKOFF, P.C. SCOTT A. BROWN, ESQ. CRAIG M. SCHEER, P.C. MULDOON MURPHY & AGUGGIA LLP SILVER, FREEDMAN & TAFF LLP 5101 WISCONSIN AVENUE, N.W. 1700 WISCONSIN AVE., NW WASHINGTON, D.C. 20016 WASHINGTON, D.C. 20007 (202) 362-0840 (202) 295-4500 SALE TO THE PUBLIC CONCLUDED FEBRUARY 15, 2006 - -------------------------------------------------------------------------------- 2 This Post-Effective Amendment No. 1 is filed for the purpose of deregistering 33,925 shares of the $.01 par value common stock (the "Common Stock") of Pulaski Financial Corp. (the "Company"), heretofore registered pursuant to this Registration Statement on Form S-3. The remaining 1,150,000 shares registered pursuant to this Registration Statement have been issued in accordance with the Prospectus dated February 6, 2006. The Company has determined that no further shares will be offered, sold, issued and/or exchanged pursuant to the Registration Statement. 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. 3 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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on the 17th day of February, 2006. Pulaski Financial Corp. By: /s/ William A. Donius ------------------------------------- WILLIAM A. DONIUS PRESIDENT AND CHIEF EXECUTIVE OFFICER POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. By: /s/ William A. Donius March 6, 2006 ----------------------------------------------- WILLIAM A. DONIUS PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD (PRINCIPAL EXECUTIVE OFFICER) By: /s/ Ramsey K. Hamadi March 6, 2006 ------------------------------------------------ RAMSEY K. HAMADI CHIEF FINANCIAL OFFICER (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER) By: * ------------------------------------------------ WILLIAM M. CORRIGAN, JR. DIRECTOR By: * ------------------------------------------------ ROBERT A. EBEL DIRECTOR By: * ------------------------------------------------ LEON A. FELMAN DIRECTOR By: * ------------------------------------------------ TIMOTHY K. REEVES DIRECTOR By: * ------------------------------------------------ CHRISTOPHER K. REICHERT DIRECTOR 4 By: * ------------------------------------------------ LEE S. WIELANSKY DIRECTOR * Pursuant to the Power of Attorney contained in the signature page to the Registration Statement on Form S-3 for Pulaski Financial Corp. filed on October 14, 2005. /s/ William A. Donius March 6, 2006 ----------------------------------------------- WILLIAM A. DONIUS