As filed with the Securities and Exchange Commission on December 9, 1996 Registration No. 333-06231 *-------------------------------------------------------------------------* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- FIDELITY FINANCIAL OF OHIO, INC. (Exact name of Registrant as specified in its articles of incorporation) --------------- Ohio 6711 31-1455721 (State or other (Primary Standard (I.R.S. Employer jurisdiction of Industrial Classification Identification No.) incorporation or Code Number) organization) --------------- 4555 Montgomery Road Cincinnati, Ohio 45212 (513) 351-6666 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) --------------- John R. Reusing President and Chief Executive Officer Fidelity Financial of Ohio, Inc. 4555 Montgomery Road Cincinnati, Ohio 45212 (513) 351-6666 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Jeffrey D. Haas, Esq. Philip R. Bevan, Esq. Elias, Matz, Tiernan & Herrick L.L.P. 734 15th Street, N.W. Washington, D.C. 20005 (202) 347-0300 *-------------------------------------------------------------------------* PART II Deregistration of Common Stock - ------------------------------ The Registrant hereby deregisters 460,998 shares of common stock, par value $.10 per share ("Common Stock"), previously registered. The shares of Common Stock deregistered hereby were not issued upon consummation of the merger of Circle Financial Corporation with and into a wholly-owned subsidiary of the Registrant. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Form S-4 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio on the 5th day of December 1996. FIDELITY FINANCIAL OF OHIO, INC. By: /S/ John R. Reusing ------------------- John R. Reusing 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. /S/ John R. Reusing Date: December 5, 1996 - ------------------------- John R. Reusing President and Chief Executive Officer (principal executive officer) /S/ Paul D. Staubach Date: December 5, 1996 - ------------------------- Paul D. Staubach Director, Senior Vice President, Chief Financial Officer and Secretary (principal financial and accounting officer) /S/ Michael W. Jordan *Date: December 5, 1996 - ------------------------- Michael W. Jordan Director /S/ David A. Luecke *Date: December 5, 1996 - ------------------------- David A. Luecke Director /S/ Constantine Papadakis *Date: December 5, 1996 - ------------------------- Constantine Papadakis Director /S/ Robert W. Zumbiel *Date: December 5, 1996 - ------------------------- Robert W. Zumbiel Director - -------------------------- * By John R. Reusing signing pursuant to Power-of-Attorney dated June 18, 1996.