Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments
January 03 2024 - 3:16PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on January 3, 2024
Registration
No. 333-190500
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
CITIZENS
HOLDING COMPANY
(Exact
name of Registrant as specified in its charter)
Mississippi |
|
64-0666512 |
(State
or other jurisdiction of incorporation or organization) |
|
(I.R.S.
Employer Identification Number)
|
521
Main Street
Philadelphia,
MS 39350
(601)
656-4692
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
2013
Incentive Compensation Plan
(Full
title of the plan)
Stacy
M. Brantley
Chairman
and Chief Executive Officer
521
Main Street
Philadelphia,
MS 39350
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
a copy to:
Nathanael
P. Kibler
Baker,
Donelson, Bearman, Caldwell & Berkowitz, PC
265
Brookview Centre Way, Suite 600
Knoxville,
TN 37919
(865)
549-7000
(865)
525-8569 (fax)
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.
Large accelerated filer ☐ |
|
Accelerated filer ☐ |
Non-accelerated filer ☒ |
|
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.
☐
This
Registration Statement shall become effective upon filing in accordance with Rule 464 promulgated under the Securities Act of 1933,
as amended.
DEREGISTRATION
OF SECURITIES
Citizens
Holding Company (the “Company”) is a bank holding company, and the class of securities to which this Registration
Statement on Form S-8 (File No. 333-190500) (the “Registration Statement”) relates is held by fewer than 1,200 shareholders
of record. The Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all of the shares
of common stock, $0.20 par value, of the Company, and related stock options therefor, registered under the Registration Statement
that remain unissued under the 2013 Incentive Compensation Plan.
SIGNATURES
The
Registrant. Pursuant to the requirements
of the Securities Exchange Act of 1933, as amended, the Registrant certifies that is has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this post-effective amendment to the registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, State of Mississippi, on
January 3, 2024.
|
CITIZENS
HOLDING COMPANY |
|
|
|
|
|
By: |
/s/ Stacy M. Brantley |
|
|
|
Stacy M. Brantley |
|
|
|
President and Chief Executive Officer |
|
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in
the capacities and on the date indicated.
Signature |
Title(s) |
Date |
|
|
|
/s/ Stacy M. Brantley |
President and |
|
Stacy M. Brantley |
Chief Executive |
|
|
Officer and Director |
January 3, 2024 |
|
(Principal Executive Officer) |
|
|
|
|
|
Treasurer and |
|
/s/
Phillip R. Branch |
Chief Financial Officer |
|
Phillip R. Branch |
(Principal Financial Officer
and
Chief Accounting Officer) |
January 3, 2024 |
|
|
|
/s/
Gregory E. Cronin |
Director |
January 3, 2024 |
Gregory E. Cronin |
|
|
|
|
|
/s/Donald
L. Kilgore |
Director |
January 3, 2024 |
Donald L. Kilgore |
|
|
|
|
|
/s/ Herbert A. King |
Director |
January 3, 2024 |
Herbert A. King |
|
|
|
|
|
/s/ Jason R. Voyles |
Director |
January 3, 2024 |
Jason R. Voyles |
|
|
|
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|
/s/ David A. King |
Director |
January 3, 2024 |
David A. King |
|
|
|
|
|
/s/
Greg L. McKee |
Director |
January 3, 2024 |
Greg L. McKee |
|
|
|
|
|
/s/
Terrell E. Winstead |
Director |
January 3, 2024 |
Terrell E. Winstead |
|
|
/s/
Jane D. Crosswhite |
Director |
January 3, 2024 |
Jane D. Crosswhite |
|
|
|
|
|
/s/
Craig Dungan, MD |
Director |
January
3, 2024 |
Craig Dungan, MD |
|
|
|
|
|
/s/
Daniel Adam Mars |
Director |
January
3, 2024 |
Daniel Adam Mars |
|
|
|
|
|
/s/
David P. Webb |
Director |
January
3, 2024 |
David P. Webb |
|
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