- Post-Effective Amendment to an S-3D filing (S-3DPOS)

As filed with the Securities and Exchange Commission on December 26, 2012

Registration No. 333-111309

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

DIMECO, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania

23-2250152

(State or other jurisdiction of

incorporation or organization)

(IRS Employer Identification No.)

820 Church Street

Honesdale, Pennsylvania

(570) 253-1970

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

Gary C. Beilman

President and Chief Executive Officer

Dimeco, Inc.

820 Church Street

Honesdale, Pennsylvania 18431

(570) 253-1970

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Sean P. Kehoe

Kilpatrick Townsend & Stockton LLP

607 14th Street, NW – Suite 900

Washington, DC 20005

(202) 508-5800

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. x

If any 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, other than securities offered only in connection with dividend or interest reinvestment plans, 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

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):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

EXPLANATORY NOTE

This Post-Effective Amendment No. 2 filed by Dimeco, Inc. (the “Company”) relates to the Registration Statement on Form S-3 (Registration Number 333-111309) filed by the Company on December 18, 2003, as amended on January 24, 2012 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) pertaining to the securities that may be offered or sold under the the Company’s Amended and Restated Dividend Reinvestment Plan.

In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement that remain unsold at the termination of the offering, the Company hereby removes from registration all securities previously registered under the Registration Statement that have not been sold or otherwise issued as of the date of this Post-Effective Amendment and remove from registration an indeterminate amount of plan interests previously registered under the Registration Statement.

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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Honesdale, and the State of Pennsylvania, on December 26, 2012.

	DIMECO, INC.

	By:	/s/ Gary C. Beilman
		Gary C. Beilman President and Chief Executive Officer

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 dates indicated.

Name	Title	Date

/s/ Gary C. Beilman
Gary C. Beilman	President, Chief Executive Officer and Director (principal executive officer)	December 26, 2012

/s/ Maureen H. Beilman
Maureen H. Beilman	Chief Financial Officer and Treasurer (principal financial and accounting officer)	December 26, 2012

* William E. Schwarz	Chairman of the Board	December 26, 2012

* Barbara Jeanne Genzlinger	Director	December 26, 2012

Robert E. Genirs	Director	December 26, 2012

John S. Kiesendahl	Director	December 26, 2012
Thomas A. Peifer	Director	December 26, 2012

Henry M. Skier

Director

December 26, 2012

John F. Spall

Director

December 26, 2012

Todd J. Stephens

Director

December 26, 2012

*Gary C. Beilman, by signing his name, signs this document on behalf of each of the persons indicated by an asterisk above pursuant to the powers of attorney duly executed by such persons and filed with the Securities and Exchange Commission in the Registration Statement on Form S-3 filed with the Commission on January 24, 2012.