As filed with the Securities and Exchange Commission on August 7, 2006 Registration No. 333-132512 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO THE FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CHICOPEE BANCORP, INC. AND CHICOPEE SAVINGS BANK 401(K) PROFIT SHARING PLAN (Exact name of registrant as specified in its charter) MASSACHUSETTS 6036 20-4840562 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer Identification No.) incorporation or organization) Classification Code Number) 70 CENTER STREET CHICOPEE, MASSACHUSETTS 01013 (413) 594-6692 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) WILLIAM J. WAGNER PRESIDENT AND CHIEF EXECUTIVE OFFICER CHICOPEE BANCORP, INC. 70 CENTER STREET CHICOPEE, MASSACHUSETTS 01013 (413) 594-6692 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPIES TO: LAWRENCE M. F. SPACCASI, ESQUIRE SEAN P. KEHOE, ESQUIRE MULDOON MURPHY & AGUGGIA LLP 5101 WISCONSIN AVENUE, NW WASHINGTON, DC 20016 (202) 362-0840 SALE TO THE PUBLIC CONCLUDED JULY 19, 2006 ================================================================================ This Post-Effective Amendment No. 1 is filed for the purpose of deregistering 2,743,882 shares of the no par value common stock (the "Common Stock") of Chicopee Bancorp, Inc. (the "Company"), heretofore registered and offered pursuant to the terms of the Prospectus dated May 15, 2006. The remaining 7,439,368 shares registered pursuant to this Registration Statement on Form S-1 have been issued in accordance with the Prospectus, including 6,888,304 shares sold in the subscription offering and 551,064 shares issued to Chicopee Savings Bank Charitable Foundation, 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 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicopee, Commonwealth of Massachusetts on August 7, 2006. Chicopee Bancorp, Inc. By: /s/ William J. Wagner --------------------------------------- William J. Wagner President and Chief Executive Officer 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. Name Title Date - ---- ----- ---- /s/ William J. Wagner - --------------------------- President, Chief Executive Officer August 7, 2006 William J. Wagner and Chairman of the Board of Directors (principal executive officer) /s/ W. Guy Ormsby Executive Vice President, Chief August 7, 2006 - --------------------------- Financial Officer, Treasurer W. Guy Ormsby and Director (principal accounting and financial officer) * Director - --------------------------- Thomas J. Bardon * Director - --------------------------- James H. Bugbee * Director - --------------------------- Arthur F. DuBois * Director - --------------------------- Louis E. Dupuis * Director - --------------------------- Douglas K. Engebretson * Director - --------------------------- Edward J. Fitzgerald * Director - --------------------------- David P. Fontaine * Director - --------------------------- William J. Giokas * Director - --------------------------- Francine Jasinski Hayward * Director - --------------------------- James P. Lynch * Director - --------------------------- William D. Masse * Director - --------------------------- Edmund J. Mekal * Director - --------------------------- John P. Moylan * Director - --------------------------- Gregg F. Orlen * Director - --------------------------- Paul C. Picknelly * Director - --------------------------- Barry W. Soden * Director - --------------------------- Edwin M. Sowa * Director - --------------------------- Judith T. Tremble * Pursuant to the Power of Attorney filed as Exhibit 24.1 to the Registration Statement on Form S-1 for Chicopee Bancorp, Inc. on March 17, 2006. /s/ William J. Wagner - ------------------------- President, Chief Executive Officer August 7, 2006 William J. Wagner and Chairman of the Board of Directors (principal executive officer)