Post-effective Amendment to an S-8 Filing (s-8 Pos)
April 09 2019 - 3:35PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on April 9, 2019
Registration No. 333-68366
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
(Post-Effective Amendment No. 1)
Registration Statement under the
Securities Act of 1933
HAWTHORN
BANCSHARES, INC.
(Exact Name of Registrant as Specified in
Its Charter)
Missouri
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43-1626350
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(State or Other Jurisdiction
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(IRS Employer
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of Incorporation or Organization)
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Identification No.)
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132 East High Street, Box 688, Jefferson
City, Missouri 65102
(Address of Principal Executive Offices)
Exchange National Bancshares, Inc. Incentive
Stock Option Plan
(Full title of the Plan)
David T. Turner
Chairman, Chief Executive Officer and
President
Hawthorn Bancshares, Inc.
132 East High Street, Box 688
Jefferson City, Missouri 65102
(name and address of agent for service)
(573) 761-6100
(Telephone number, including area code,
of agent for service)
Copy to:
James W. Allen, Esq.
Stinson Leonard Street LLP
1201 Walnut Street, Suite 2900
Kansas City, MO 64106
(816) 842-8600
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
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Accelerated filer
x
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Non-accelerated
filer
¨
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Smaller reporting company
x
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Emerging growth company
¨
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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.
¨
EXPLANATORY STATEMENT
(Deregistration of Securities)
This Post-Effective Amendment No. 1 relates
to the Registration Statement on Form S-8 (File No. 333-68366) (the "Registration Statement"), filed with the Securities
and Exchange Commission on August 24, 2001 by Hawthorn Bancshares, Inc. (formerly known as Exchange National Bancshares, Inc.),
a Missouri corporation (the "Registrant"), pertaining to the registration of shares of Common Stock, par value $1.00
per share, of the Registrant issuable pursuant to the Registrant's Incentive Stock Option Plan. The Registrant is filing this Post-Effective
Amendment No. 1 to the Registration Statement to terminate the offering and to deregister any and all shares of Common Stock, par
value $1.00 per share, of the Registrant previously registered pursuant to the Registration Statement that have not been sold or
that otherwise remain unissued.
* * *
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 this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Jefferson City, State of Missouri, on April 9, 2019.
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HAWTHORN BANCSHARES, INC.
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(Registrant)
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By:
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/s/ David T. Turner
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David T. Turner
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Chairman, Chief Executive Office and President
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Note: In reliance on Rule 478 of the Securities Act of 1933,
as amended, no other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement.
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