As filed with the Securities and Exchange Commission on September 26, 1996 Registration No. 333-11773 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM SB-2 Registration Statement Under the Securities Act of 1933 EMCLAIRE FINANCIAL CORP. ------------------------------------- (Name of Small Business Issuer in Its Charter) Pennsylvania 6021 25-1606091 - ------------------------------- ---------------------- ------------------ (State or Other jurisdiction of (Primary Standard (I.R.S. Employer incorporation or organization) Industrial Classification Identification No.) Code Number) 612 Main Street, Box D, Emlenton, Pennsylvania 16373 (412) 867-2311 -------------------------------------------- (Address and telephone number of principal executive offices) Ronald L. Ashbaugh, President Emclaire Financial Corp. 612 Main Street, Box D, Emlenton, Pennsylvania 16373 (412) 867-2311 --------------------------------------- (Name, address and telephone number of agent for service) Please send copies of all communications to: Gregory A. Gehlmann, Esq. Michael W. Zarlenga, Esq. MALIZIA, SPIDI, SLOANE & FISCH, P.C. 1301 K Street, N.W., Suite 700 East, Washington, D.C. 20005 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement is declared effective. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 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 Emlenton, Commonwealth of Pennsylvania, on September 26, 1996. EMCLAIRE FINANCIAL CORPORATION By: /s/ Ronald L. Ashbaugh Ronald L. Ashbaugh President (Duly Authorized Representative) We the undersigned directors and officers of Emclaire Financial Corp. (the "Corporation") do hereby severally constitute and appoint John J. Boczar our true and lawful attorneys and agents, to do any and all things and acts in our names in the capacities indicated below and to execute all instruments for us and in our names in the capacities indicated below which said John J. Boczar may deem necessary or advisable to enable the Corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration statement on Form SB-2 relating to the offering of the Corporation's common stock, including specifically but not limited to, power and authority to sign for us or any of us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirm all that John J. Boczar shall do or cause to be done by virtue hereof. In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on September 26, 1996. /s/ Ronald L. Ashbaugh /s/ John J. Boczar Ronald L. Ashbaugh John J. Boczar President Treasurer (Principal Executive Officer) (Principal Financial and Accounting Officer) /s/ Dr. Clinton R. Coulter /s/ David L. Cox Dr. Clinton R. Coulter David L. Cox Director Vice President and Director /s/ Bernadette H. Crooks /s/ George W. Feeman Bernadette H. Crooks George W. Freeman Director Director /s/ Rodney C. Heeter /s/ Robert L. Hunter Rodney C. Heeter Robert L. Hunter Director Director SIGNATURES (cont.) /s/ J. Michael King /s/ John B. Mason J. Michael King John B. Mason Director Director /s/ Elizabeth C. Smith Elizabeth C. Smith Director