1 As filed with the Securities and Exchange Commission on June 11, 1999 Registration No. 333-69191 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO THE FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PFSB BANCORP, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MISSOURI 6035 31-1627743 (State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer Incorporation or Organization) Classification Code Number) Identification No.) 123 W. LAFAYETTE STREET PALMYRA, MISSOURI 63461 (573) 769-2134 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ELDON R. METTE PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR PALMYRA SAVINGS 123 W. LAFAYETTE STREET PALMYRA, MISSOURI 63461 (573) 769-2134 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: PAUL M. AGUGGIA, ESQUIRE VICTOR L. CANGELOSI, ESQUIRE MULDOON, MURPHY & FAUCETTE LLP 5101 WISCONSIN AVENUE, N.W. WASHINGTON, D.C. 20016 (202) 362-0840 SALE TO THE PUBLIC CONCLUDED MARCH 19, 1999 ================================================================================ 2 This Post-Effective Amendment No. 1 is filed for the purpose of deregistering 300,625 shares of the $.01 par value common stock (the "Common Stock") of PFSB Bancorp, Inc. (the "Company") heretofore registered and offered pursuant to the terms of the Prospectus dated February 11, 1999 (the "Prospectus"). The remaining 559,000 shares registered pursuant to this Registration Statement on Form SB-2 have been issued and sold in accordance with the Prospectus in the Subscription Offering and Direct Community Offering described therein. The Company has determined that no further shares will be offered, sold and issued 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. 3 CONFORMED 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 Palmyra, State of Missouri, on June 11, 1999. PFSB Bancorp, Inc. By: /s/ Eldon R. Mette ----------------------------------------------- Eldon R. Mette President, Chief Executive Officer and Director 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 ---- ----- /s/ Eldon R. Mette President, Chief Executive June 11, 1999 - ------------------------ Officer and Director Eldon R. Mette (principal executive officer) /s/ Ronald L. Nelson Vice President, Secretary June 11, 1999 - ------------------------ and Treasurer Ronald L. Nelson (principal accounting and financial officer) * Chairman of the Board - ------------------------ L. Edward Schaeffer * Director - ------------------------ Glenn J. Maddox * Director - ------------------------ Albert E. Davis * Director - ------------------------ Robert M. Dearing * Director - ------------------------ Donald L. Slavin * Director - ------------------------ James D. Lovegreen - ------------------ *Pursuant to a Power of Attorney dated December 18, 1998 and filed as Exhibit 24.1 to the Registration Statement on Form SB-2 of PFSB Bancorp, Inc. on December 18, 1998. /s/ Eldon R. Mette President, Chief Executive June 11, 1999 - ------------------------ Officer and Director Eldon R. Mette