Form S-4 POS - Securities issued, formation of bank or savings and loan holding company [General Instruction G], post-effective amendments
December 11 2023 - 1:21PM
Edgar (US Regulatory)
As
Filed with the Securities and Exchange Commission on December 11, 2023
Registration
No. 333-273023
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 2 TO
FORM
S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MUNCY
COLUMBIA FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Pennsylvania
(State
or other jurisdiction of
incorporation or organization |
6022
(Primary Standard Industrial
Classification Code Number) |
23-2254643
(IRS Employer
Identification No.) |
232
East Street
Bloomsburg, PA 17815
(570) 784-1660
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Lance
O. Diehl
Chairman
of the Board, President and Chief Executive Officer
Muncy
Columbia Financial Corporation
232
East Street
Bloomsburg,
PA 17815
(570)
784-1660
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Approximate
date of commencement of proposed sale of the securities to the public: Not applicable. Removal from registration of securities that
were not sold pursuant to the registration statement.
If
the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance
with General Instruction G, 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, 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, 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. ☐
If
applicable, place an X in the box to designate the appropriate rule provision relied upon on conducting this transaction: |
Exchange
Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
☐ |
Exchange
Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer |
☐ |
|
|
|
|
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EXPLANATORY
NOTE
DEREGISTRATION
OF SECURITIES
Pursuant
to a Registration Statement on Form S-4 (File No. 333-273023), CCFNB Bancorp, Inc., a Pennsylvania corporation (the “Registrant”),
filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 29, 2023, as amended on August 7, 2023
and August 14, 2023, and declared effective by the Commission on August 14, 2023 (the “Registration Statement”), the Registrant
registered the issuance of up to 1,489,179 shares of its common stock, $1.25 par value per share (the “Common Stock”), to
the shareholders of Muncy Bank Financial, Inc. (“MBF”) upon the effectiveness of a merger of MBF with and into the Registrant
(the “Merger”). The Merger was effective on November 11, 2023. In connection with the Merger, the Registrant changed its
name to Muncy Columbia Financial Corporation.
In
connection with the consummation of the Merger, the offering pursuant to the Registration Statement has terminated. In accordance with
the undertaking made by the Registrant in the Registration Statement to remove from registration by means of a post-effective amendment
any of its securities being registered under the Registration Statement that remain unsold at the termination of the offering, the Registrant,
pursuant to Post-Effective Amendment No. 1 to the Registration Statement, previously deregistered 204 shares of Common Stock that were
registered but not issued under the Registration Statement. Pursuant to this Post-Effective No. 2 to the Registration Statement, the
Registrant hereby amends the Registration Statement to deregister an additional 15 shares of Common Stock that were registered but not
issued under the Registration Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 2 to
the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomsburg,
Commonwealth of Pennsylvania, on December 11, 2023. No other person is required to sign this Post-Effective Amendment No. 2 to the Registration
Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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MUNCY COLUMBIA FINANCIAL COPRORATION |
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By: |
/s/ Lance O. Diehl |
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|
Lance O. Diehl, Chairman, President and |
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Chief Executive Officer |
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