As filed with the Securities and Exchange Commission on April 1, 2022
Registration No. 333-47241
Registration No. 333-31196
Registration No. 333-65544
Registration No. 333-83822
Registration No. 333-117918
Registration No. 333-170205
Registration No. 333-204755
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENTS
TO
FORM S-8
REGISTRATION STATEMENTS UNDER THE SECURITIES ACT OF 1933
Guaranty Federal Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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43-179217 |
(State or other jurisdiction of |
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(I.R.S. Employer |
2144 E. Republic Rd., Suite F200
Springfield, Missouri 65804
(Address of Principal Executive Offices and Zip Code)
Guaranty Federal Bancshares, Inc. 1994 Stock Option Plan
Guaranty Federal Bancshares, Inc. 1998 Stock Option Plan
Guaranty Federal Bancshares, Inc. 2000 Stock Compensation Plan
Guaranty Federal Bancshares, Inc. 2001 Stock Compensation Plan
Guaranty Federal Bancshares, Inc. 2004 Stock Option Plan
Guaranty Federal Bancshares, Inc. 2010 Equity Plan
Guaranty Federal Bancshares, Inc. 2015 Equity Plan
(Full title of the plans)
Shaun Burke
President and Chief Executive Officer
Guaranty Federal Bancshares, Inc.
2144 E. Republic Rd., Suite F200
Springfield, Missouri 65804
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Vijay Sekhon
Sidley Austin LLP
555 California Street, Suite 2000
San Francisco, California 94104
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |
o |
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Accelerated filer |
o |
Non-accelerated filer |
x |
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Smaller reporting company |
x |
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Emerging growth company |
o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (the Registration Statements), filed by Guaranty Federal Bancshares, Inc., a Delaware corporation (the Company), with the Securities and Exchange Commission:
· Registration Statement No. 333-47241 filed on Form S-8 on March 3, 1998, which registered the offering of 184,690 shares of the Companys common stock, par value $0.10 per share (Common Stock), pursuant to the Companys 1994 Stock Option Plan;
· Registration Statement No. 333-31196 filed on Form S-8 on February 28, 2000, which registered the offering of 25,000 shares of Common Stock pursuant to the Companys 2000 Stock Compensation Plan;
· Registration Statement No. 333-65544 filed on Form S-8 on July 20, 2001, which registered the offering of 25,000 shares of Common Stock pursuant to the Companys 2001 Stock Compensation Plan;
· Registration Statement No. 333-83822 filed on Form S-8 on March 6, 2002, which registered the offering of 434,081 shares of Common Stock pursuant to the Companys 1998 Stock Option Plan;
· Registration Statement No. 333-117918 filed on Form S-8 on August 4, 2004, which registered the offering of 280,000 shares of Common Stock pursuant to the Companys 2004 Stock Option Plan;
· Registration Statement No. 333-170205 filed on Form S-8 on October 29, 2010, which registered the offering of 200,000 shares of Common Stock pursuant to the Companys 2010 Equity Plan;
· Registration Statement No. 333-204755 filed on Form S-8 on June 5, 2015, which registered the offering of 250,000 shares of Common Stock pursuant to the Companys 2015 Equity Plan;
Pursuant to an Agreement and Plan of Merger, dated as of November 9, 2021, by and between QCR Holdings, Inc., a Delaware corporation (QCR Holdings), and the Company, on April 1, 2022, the Company merged with and into QCR Holdings, with QCR Holdings surviving the merger (the Merger). In connection with the Merger, as of the date hereof, the offerings of Common Stock pursuant to the Registration Statements have been terminated. The Company hereby removes from registration any and all of the securities registered under the Registration Statements that remain unsold under the Registration Statements as of the filing date of these Post-Effective Amendments.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Springfield, State of Missouri, on April 1, 2022.
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GUARANTY FEDERAL BANCSHARES, INC. | |
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By: |
/s/ Shaun Burke |
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Name: |
Shaun Burke |
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Title: |
President and Chief Executive Officer |
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933.