-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CIJ5q6QisKFacl3HkO9qIlonWhPL7i/26GCfwsSATV4Uk06eJNKsAkiPFJoT7ftt EU3zv32dJl6HXGbnYqJ3ZA== 0000914317-08-002634.txt : 20081107 0000914317-08-002634.hdr.sgml : 20081107 20081107151810 ACCESSION NUMBER: 0000914317-08-002634 CONFORMED SUBMISSION TYPE: S-4 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081107 DATE AS OF CHANGE: 20081107 EFFECTIVENESS DATE: 20081107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: First Clover Leaf Financial Corp. CENTRAL INDEX KEY: 0001283582 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 204797391 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-151717 FILM NUMBER: 081170968 BUSINESS ADDRESS: STREET 1: 300 ST LOUIS ST CITY: EDWARDSVILLE STATE: IL ZIP: 62025 BUSINESS PHONE: 6186566200 MAIL ADDRESS: STREET 1: 300 ST LOUIS ST CITY: EDWARDSVILLE STATE: IL ZIP: 62025 FORMER COMPANY: FORMER CONFORMED NAME: FIRST FEDERAL FINANCIAL SERVICES INC DATE OF NAME CHANGE: 20040312 S-4 POS 1 s4pos-95441_fclf.htm S-4 POS s4pos-95441_fclf.htm
As filed with the Securities and Exchange Commission on November 7, 2008
Registration No. 333-151717

UNITED STATES
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

FIRST CLOVER LEAF FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
 
Maryland
6712
20-4797391
(State or other jurisdiction of incorporation or
organization)
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer Identification Number)

6814 Goshen Road
Edwardsville, Illinois 62025
(618) 656-6122
Bart J. Solon
Partners Financial Holdings Inc.
#1 Ginger Creek Meadows
Glen Carbon, Illinois 62034
(618) 659-4000
(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
__________________
With copies to:
 
Joseph T. Porter, Jr., Esq.
Polsinelli Shalton Flanigan Suelthaus PC
100 South Fourth Street, Suite 1100
St. Louis, Missouri 63102
 
  
Tom W. Zook, Esq.
Lewis, Rice & Fingersh, LC
500 North Broadway, Suite 2000
St. Louis, Missouri 63102
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 Large accelerated filer o
  
Accelerated filer þ
Non-accelerated filer o
(Do not check if a smaller reporting company)
 
Smaller reporting company o
This Post-Effective Amendment No. 1 to Registration Statement on Form S-4 (No. 333-151717) shall become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933, as amended.

 
 
 

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 to Registration Statement on Form S-4 is being filed solely to remove from registration securities that were registered and will not be issued in connection with the Registrant’s offering.

An aggregate 1,072,487 shares of common stock, par value $0.10 per share (“Common Stock”), of First Clover Leaf Financial Corp. (“First Clover Leaf”) were initially registered to be issued under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-4, as amended (No. 333-151717) (the “Registration Statement).  Such 1,072,487 shares of Common Stock were registered to be issued in connection with First Clover Leaf’s merger with Partners Financial Holdings Inc. (“Partners”) pursuant to that certain Agreement and Plan of Merger dated as of April 30, 2008, as amended July 29, 2008, between First Clover Leaf and Partners (as amended, the “Merger Agreement”).

On October 10, 2008, the merger of Partners with and into First Clover Leaf was consummated pursuant to the Merger Agreement and 1,068,092 shares of Common Stock of First Clover Leaf were issued as merger consideration.  No further shares of Common Stock of First Clover Leaf will be issued in connection with the merger.  In accordance with Item 22 in Part II of the Registration Statement relating to certain undertakings, this Post-Effective Amendment No.1 to the Registration Statement is being filed by First Clover Leaf for the purpose of reducing, and does hereby reduce, the number of shares of First Clover Leaf Common Stock registered to be issued to 1,068,092 shares of Common Stock, and does hereby remove 4,395 shares of Common Stock from registration.







 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Edwardsville, State of Illinois, on November 6, 2008.

 
FIRST CLOVER LEAF FINANCIAL CORP.
     
     
 
By
 /s/ Dennis M. Terry
   
Dennis M. Terry, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name
Title
Date
     
*
  
November 6, 2008
Joseph B. Helms
Chairman of the Board
  
     
     
/s/ Dennis M. Terry
  
November 6, 2008
Dennis M. Terry
President and Chief Executive Officer
  
     
     
/s/ Darlene F. McDonald
  
November 6, 2008
Darlene F. McDonald
Senior Vice President and
 Chief Financial Officer
  
     
*
  
November 6, 2008
Nina J. Baird
Director
  
     
*
  
November 6, 2008
Harry J. Gallatin
 
Director
  
     
*
  
November 6, 2008
Dean Pletcher
Director
  
     
*
  
November 6, 2008
Robert Richards
Director
  
     
     
*
  
November 6, 2008
Joseph Stevens
Director
 
  
     
*
  
November 6, 2008
Larry Mosby
Director
 
  
     
*
  
November 6, 2008
Donald Engelke
Director
 
  
 
 
 
 
 
 
 
Name
Title 
Date 
     
*
  
November 6, 2008
Dennis E. Ulrich
Director
  
     
*
  
November 6, 2008
Joseph J. Gugger
Director
 
  
     
*
  
November 6, 2008
Robert W. Schwartz
Director
 
  
 
*By:
  
       /s/ Dennis M. Terry
   
Dennis M. Terry, Attorney-in-fact
 
*   An original power of attorney authorizing Dennis M. Terry to sign any amendment to the Registration Statement on Form S-4 on behalf of the above-named directors was included in Part II of the Registration Statement on Form S-4 originally filed with the Securities and Exchange Commission.

 -----END PRIVACY-ENHANCED MESSAGE-----