S-8 POS 1 s8pos_052622.htm S-8 POS
As filed with the Securities and Exchange Commission on May 26, 2022
Registration Nos.  033-64139
   333-186919

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________________________

 

Post-Effective Amendment No. 1 to

 

FORM S-8

Registration Statement
under
The Securities Act of 1933

_________________________________

 

FIRST MID BANCSHARES, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction of
incorporation or organization)
  37-1103704
(I.R.S. employer
identification no.)

1421 Charleston Avenue

Mattoon, Illinois 61938
(Address of principal executive offices, including zip code)

 

FIRST MID BANCSHARES, INC.

401(k) Profit Sharing Plan
(Full title of the plan)

Joseph R. Dively
Chairman, President and Chief Executive Officer
First Mid Bancshares, Inc.

1421 Charleston Avenue

Mattoon, Illinois 61938


(Name and address of agent for service)

(217) 234-7454
(Telephone number, including area code, of agent for service)

With a copy to:

Jason Zgliniec
ArentFox Schiff LLP
233 South Wacker Drive, Suite 7100
Chicago, Illinois 60606
(312) 258-5500

_________________________________

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

 

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ☐ (Do not check if a smaller reporting company)

Smaller reporting company ☐

Emerging growth company ☐

 

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. ☐

 

 

 

FIRST MID BANCSHARES, INC.

 

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

 

First Mid Bancshares, Inc. (the “Company”) is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to deregister certain securities originally registered by the Company pursuant to its Registration Statements on Form S-8 filed with the Securities and Exchange Commission on February 27, 2013 and November 13, 1995 (Registration Statement Nos. 333-186919 and 033-64139, respectively, and referred to herein as the “Prior Registration Statements”) with respect to shares of the Company’s common stock, par value $4.00 per share (the “Common Stock”), thereby registered for offer or sale pursuant to the First Mid Bancshares, Inc. 401(k) Profit Sharing Plan (the “Plan”). The Prior Registration Statements registered, respectively, 100,000 and 80,000 shares of Common Stock. The Prior Registration Statements also registered an indeterminate amount of interests to be offered or sold pursuant to the Plan.

 

Pursuant to the undertakings contained in the Prior Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered that remain unissued at the termination of the offering, the Company is filing this post-effective amendment to the Prior Registration Statements to deregister, and does hereby remove from registration, 80,069 shares of Common Stock, and all participant interests that had been registered under the Prior Registration Statements that remain unused as of the date hereof.

 

 

 

 

 

 

 

 

 

SIGNATURES

 

The Registrant. 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 the requirements for filing this Registration Statement and has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mattoon, State of Illinois, on the 26th day of May, 2022.

 

 

  FIRST MID BANCSHARES, INC.
  (Registrant)
     
     
  By: /s/ Joseph R. Dively
    Joseph R. Dively
    Chairman, President and Chief Executive Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below appoints each of Joseph R. Dively and Matthew K. Smith as such person’s true and lawful attorney to execute in the name of each such person, and to file, any amendments to this registration statement that such attorney deems necessary or desirable to enable the Registrant to comply with the Securities Act of 1933, and any rules, regulations, and requirements of the Commission with respect thereto, in connection with the registration of the shares of Common Stock that are subject to this registration statement, which amendments may make such changes in such registration rtatement as the above-named attorneys deems appropriate, and to comply with the undertakings of the Registrant made in connection with this registration statement, and each of the undersigned hereby ratifies all that said attorneys will do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been signed by the following persons on the 26th day of May, 2022 in the capacities listed.

 

SIGNATURE   TITLE
     
/s/ Joseph R. Dively    Chairman, President and Chief Executive Officer and Director
Joseph R. Dively   (Principal Executive Officer)
     
     
/s/ Matthew K. Smith    Chief Financial Officer (Principal Financial and
Matthew K. Smith   Accounting Officer)
     
     
/s/ Holly B. Adams    Director
Holly B. Adams    
     
     
/s/ Robert Cook    Director
Robert Cook    
     
     
/s/ Steven L. Grissom    Director
Steven L. Grissom    
     

 

 

 

 

/s/ Zachary I. Horn    Director
Zachary I. Horn    
     
     
/s/ Gisele A. Marcus    Director
Gisele A. Marcus    
     
     
/s/ J. Kyle McCurry    Director
J. Kyle McCurry    
     
     
/s/ Mary J. Westerhold    Director
Mary J. Westerhold    
     
     
/s/ James Zimmer    Director
James Zimmer    

 

 

 

 

The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mattoon, State of Illinois, on the 26th day of May, 2022.

 

  FIRST MID BANCSHARES, INC.
  401(k) Profit Sharing Plan
     
     
  By: /s/ Joseph R. Dively
    Joseph R. Dively
    Chairman, President and Chief Executive Officer