- Post-Effective Amendment to an S-8 filing (S-8 POS)
02 7월 2011 - 6:02AM
Edgar (US Regulatory)
As filed with the Securities
and Exchange Commission on July 1, 2011
Registration Nos. 333-156874, 333-148592
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
DANVERS
BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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04-3445675
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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c/o Peoples United Financial, Inc.
850 Main Street
Bridgeport, Connecticut 06604
(203) 338-7171
(Address, including zip code and telephone number, of principal executive offices)
Danvers Bancorp, Inc. 2008 Stock Option and Incentive Plan
Danversbank SBERA 401(k) Plan
(Full Titles of the Plan)
Robert E. Trautmann
Senior Executive Vice President and General Counsel
Peoples United
Financial, Inc., as the successor company to Danvers Bancorp, Inc.
850 Main Street
Bridgeport, Connecticut 06604
(203) 338-7171
(Name, Address, and Telephone Number, including Area
Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions 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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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the Amendment) relates to the following Registration Statements filed on Form S-8
(collectively, the Registration Statements):
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Registration Statement No. 333-156874 registering 2,497,950 shares of common stock, $0.01 par value per share (the Common Stock), of
Danvers Bancorp, Inc. (Danvers).
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Registration Statement No. 333-148592 registering 500,000 shares of Common Stock.
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On January 20, 2011, Danvers entered into that certain Agreement and Plan of Merger (the Merger Agreement), by and
between Danvers and Peoples United Financial, Inc., a Delaware corporation (Peoples United). On July 1, 2011, pursuant to the Merger Agreement, Danvers merged with and into Peoples United (the Merger),
with Peoples United continuing as the surviving corporation. Simultaneously with the effective time of the Merger, Danverss subsidiary bank, Danversbank, merged with and into Peoples Uniteds subsidiary bank, Peoples
United Bank, with Peoples United Bank continuing as the surviving entity. As a result of the Merger, each outstanding share of Common Stock (other than shares to be cancelled in accordance with the Merger Agreement) was cancelled and converted
into the right to receive $23.00 in cash or 1.624 shares of Peoples United common stock for each share of Common Stock, subject to customary pro ration provisions.
As a result of the Merger, Danvers has terminated any offering of securities pursuant to the Registration Statements. In accordance with an undertaking made by Danvers in each of the Registration
Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold and unissued at the termination of the offering, Peoples United, as successor to
Danvers, hereby removes from registration all of such securities of Danvers which remain registered but unsold and unissued under the Registration Statements, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Bridgeport, State of Connecticut, on this 1
st
day of
July, 2011.
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PEOPLES UNITED FINANCIAL, INC.
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as successor company to Danvers Bancorp, Inc.
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By:
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/s/ Eric J. Appellof
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Eric J. Appellof
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Assistant Secretary
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Danvers Bancorp, Inc. (MM) (NASDAQ:DNBK)
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