POS AM 1 dposam.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 Post-Effective Amendment No. 1 to Form S-1

As filed with the Securities and Exchange Commission on July 11, 2011

Registration No. 333-167482

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

under

the Securities Act of 1933

 

 

NAUGATUCK VALLEY

FINANCIAL CORPORATION

and

NAUGATUCK VALLEY SAVINGS AND LOAN

EMPLOYEE SAVINGS PLAN

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   6035   01-0969655

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

  (IRS Employer Identification No.)

333 Church Street

Naugatuck, Connecticut 06770

(203) 720-5000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

John C. Roman

President and Chief Executive Officer

Naugatuck Valley Financial Corporation

333 Church Street

Naugatuck, Connecticut 06770

(203) 720-5000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Paul M. Aguggia, Esq.

Victor L. Cangelosi, Esq.

Sean P. Kehoe, Esq.

Kilpatrick Townsend & Stockton LLP

607 14th Street, NW, Suite 900

Washington, DC 20005

(202) 508-5800

Sale to the Public Concluded on June 29, 2011

 

 

 


The Registrant hereby files this Post-Effective Amendment No. 1 to deregister $12,782,176 of its unissued shares of $0.01 par value common stock heretofore registered and of which: (1) $7,613,440 was offered pursuant to the terms of the Prospectus dated May 13, 2011 (the “Prospectus”); and (2) $5,168,736 was offered pursuant to the terms of the Prospectus/Proxy Statement dated May 13, 2011 (the “Prospectus/Proxy Statement”). The remaining $56,018,928 of shares heretofore registered have been issued in accordance with and as described in the Prospectus or the Prospectus/Proxy Statement, as applicable, of which: (1) $33,384,064 was sold pursuant to the Prospectus in the subscription and community offering described therein; and (2) $22,634,864 was issued in the exchange offering described in the Prospectus/Proxy Statement.

The Registrant has determined that no further shares will be offered, sold and/or issued pursuant to either the Prospectus or the Prospectus/Proxy Statement. The Registrant, therefore, requests deregistration of the unissued shares of common stock as soon as is practicable after the filing of this Post-Effective Amendment No. 1.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Naugatuck, State of Connecticut, on July 11, 2011.

 

    Naugatuck Valley Financial Corporation
Date: July 11, 2011     By:   /s/ John C. Roman
      John C. Roman
      President and Chief Executive Officer