As filed with the Securities and Exchange Commission on July 24, 2015
Registration No. 333-133662
Registration No. 333-193338
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-133662
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-193338
Under the Securities Act of 1933
COMMUNITY FINANCIAL SHARES, INC.
(Exact name of registrant as specified in its charter)
Maryland (State or other jurisdiction of incorporation or organization) |
6022 (Primary Standard Industrial Classification Code Number) |
36-4387843
|
9700 W. Higgins Road, Suite 800
Rosemont, Illinois 60018
(847) 939-9000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Lisa J. Pattis
Executive Vice President, General Counsel, and Corporate Secretary
9700 W. Higgins Road, Suite 800
Rosemont, Illinois 60018
(847) 939-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Pran Jha
Sidley Austin LLP
One South Dearborn Street
Chicago, Illinois 60603
(312) 853-7000
Community Financial Shares, Inc. Non-Qualified Stock Option Plan
Community Financial Shares, Inc. 2013 Stock Incentive Plan
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.
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ | Smaller reporting company x |
(Do not check if a smaller reporting company) |
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) of Community Financial Shares, Inc. (the “Company”):
· | Registration Statement No. 333-133662, pertaining to the registration of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) under the Community Financial Shares, Inc. Non-Qualified Stock Option Plan, which was filed with the Securities and Exchange Commission (“SEC”) on May 1, 2006, as such Registration Statement has been amended through the date hereof; and |
· | Registration Statement No. 333-193338, pertaining to the registration of shares of Common Stock under the Community Financial Shares, Inc. 2013 Stock Incentive Plan, which was filed with the SEC on January 13, 2014. |
Such Post-Effective Amendments are being filed to deregister all of the shares of Common Stock previously registered under the above Registration Statements on Form S-8 and remaining available thereunder.
On July 24, 2015, pursuant to the terms and conditions of that certain Agreement and Plan of Merger, dated as of March 2, 2015, by and among Wintrust Financial Corporation, an Illinois corporation (“Wintrust”), Wintrust Merger Sub LLC, an Illinois limited liability company and wholly-owned subsidiary of Wintrust (“Merger Sub”), and the Company, the Company merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation and a wholly-owned subsidiary of Wintrust (the “Merger”). Upon completion of the Merger, each share of Company Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than shares of Company Common Stock held (other than in a fiduciary capacity) by the Company or Community Bank-Wheaton/Glen Ellyn, an Illinois state bank and wholly owned subsidiary of the Company, and shares of Company Common Stock with respect to which appraisal rights are validly exercised) was converted into the right to receive the combination of (x) $0.71 in cash and (y) 0.013 of a share of common stock, no par value per share, of Wintrust.
Accordingly, the Company has terminated
all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, as amended,
including the Registration Statements. In accordance with undertakings made by the Company in the Registration Statements to remove
from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that
remain unsold at the termination of the offerings, Merger Sub, as successor by merger of the Company, hereby removes from registration
all securities registered but unsold under the Registration Statements, if any, as of the effective time of the Merger.
2 |
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 of filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Rosemont, State of Illinois, on July 24, 2015.
WINTRUST MERGER SUB LLC | ||
By: | /s/ David A. Dykstra | |
David A. Dykstra | ||
Manager |
3 |