- Post-Effective Amendment to Registration Statement (POS AM)
April 29 2009 - 2:48PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on April 29,
2009
Registration
No. 333-151820
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
POST
EFFECTIVE AMENDMENT NO. 2 TO
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
WGNB
CORP.
(Exact
Name of Registrant as Specified in Its Charter)
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Georgia
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6021
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58-1640130
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(State
or other jurisdiction of incorporation or
organization)
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(Primary
Standard Industrial Classification Code
Number)
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(I.R.S.
Employer Identification No.)
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201
Maple Street
P.O.
Box 280
Carrollton,
Georgia 30112
(770)
832-3557
(Address,
Including Zip Code, and Telephone Number, Including Area Code,
of
Registrant’s Principal Executive Offices)
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H.B.
Lipham, III
Chief
Executive Officer
WGNB
Corp.
201
Maple Street
Carrollton,
Georgia 30112
(770)
832-3557
(Name,
Address, Including Zip Code, and Telephone
Number,
Including Area Code, of Agent For Service)
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With
copies to:
Karen
K. Leach, Esq.
Chorey,
Taylor & Feil P.C.
The
Lenox Building Suite 1700
3399
Peachtree Road, N.E.
Atlanta,
Georgia 30326-1148
(404)
841-3200
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Approximate date of commencement of
proposed sale to the public:
Not applicable
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box.
¨
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting
company. See definition of “large accelerated filer,” accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one).
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Large
Accelerated filer
¨
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Accelerated
filer
¨
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Non-accelerated
filer
¨
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Smaller
reporting company
ý
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DEREGISTRATION
OF SECURITIES
The
Registrant hereby deregisters all shares of Series A Preferred Stock previously
registered for sale under this Registration Statement but that remain unsold
because the offering of the Series A Preferred Stock expired as of 5:00 p.m. on
April 15, 2009 without further extension by the Registrant’s Board of
Directors. Of the 3,750,000 shares initially registered, the
Registrant sold 1,509,100 of such Series A Preferred Stock with 2,240,900 shares
remaining unsold.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-1 and has duly caused this Post Effective Amendment No. 2 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Carrolton, Georgia, on April 29, 2009.
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WGNB
CORP.
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By:
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/s/
H.B. Lipham, III
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H.B.
Lipham, III
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Chief
Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated:
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Signature
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Title
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Date
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/s/
H.B. Lipham, III
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Director
and
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April
29, 2009
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H.B.
Lipham, III
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Chief
Executive Officer
(principal
executive officer)
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/s/
Steven J. Haack
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Secretary
and Treasurer
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Steven
J. Haack
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(principal
financial and accounting officer)
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*
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Chairman
of the Board
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W.T.
Green, Jr.
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Director
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Wanda
W. Calhoun
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Director
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Grady
W. Cole
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*
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Director
and Executive Vice President
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Mary
M. Covington
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*
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Director
and President
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Randall
F. Eaves
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*
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Director
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Loy
M. Howard
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Director
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R.
David Perry
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/s/
L.
Richard Plunkett
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Director
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L.
Richard Plunkett
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*
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Director
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Donald
C. Rhodes
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Director
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Thomas
T. Richards
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*
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Director
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J.
Thomas Vance
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Director
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Gelon
E. Wasdin
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Director
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William
W. Stone
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*By:
/s/ H.B. Lipham,
III
H.B. Lipham, III, Attorney in
Fact
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