As filed with the Securities and Exchange Commission on March 11, 2010
Registration No. 333-140307
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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OSAGE BANCSHARES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
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Maryland
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32-0181888
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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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239 East Main Street
Pawhuska, Oklahoma 74056
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(Address of Principal Executive Offices)
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Osage Federal Bank Employees’ Savings &
Profit Sharing Plan and Trust
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(Full Title of the Plan)
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Mark S. White
Osage Bancshares, Inc.
239 East Main Street
Pawhuska, Oklahoma 74056
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(Name and Address of Agent For Service)
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(918) 287-2919
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(Telephone Number, Including Area Code, or Agent For Service)
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Copies To:
James C. Stewart, Esquire
Malizia Spidi & Fisch, PC
901 New York Avenue, N.W.
Suite 210 East
Washington, D.C. 20001
(202) 434-4660
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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.
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Large accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Accelerated filer
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Smaller reporting company
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DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-140307) (the “Registration Statement”) of Osage Bancshares, Inc. (the “Company”) pertaining to 50,050 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) and an indeterminant amount of interests in the Osage
Federal Bank Employees’ Savings & Profit Sharing Plan and Trust (the “Plan”) , which was filed with the Securities and Exchange Commission and became effective on January 30, 2007. The Registration Statement registered the 50,050 shares and interests for issuance to participants the Plan. Effective on the date of this filing, the Company is terminating its reporting obligations under Section 15(d) of the Securities Exchange Act of 1934 and terminating the
offering of shares pursuant to the Registration Statement. In accordance with the undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Company hereby removes from registration the securities of the Company registered but unsold under the Registration Statement.
SIGNATURES
The Registrant.
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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Pawhuska, State of Oklahoma, on March 11, 2010.
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OSAGE BANCSHARES, INC.
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By:
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/s/ Mark S. White
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Mark S. White
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President and Chief Executive Officer
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(Duly Authorized Representative)
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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/s/ Mark S. White
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/s/ Milton V. Labadie*
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Mark S. White
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Milton V. Labadie
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President, Chief Executive Officer and Director
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Chairman and Director
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(Principal Executive Officer)
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Date:
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March 11, 2010
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Date:
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March 11, 2010
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/s/ Mark A. Formby*
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/s/ Harvey Payne*
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Mark A. Formby
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Harvey Payne
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Director
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Director
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Date:
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March 11, 2010
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Date:
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March 11, 2010
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/s/ Gary Strahan*
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/s/ Richard J. Trolinger*
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Gary Strahan
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Richard J. Trolinger
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Director
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Director
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Date:
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March 11, 2010
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Date:
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March 11, 2010
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/s/ Martha Hayes*
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/s/ Sue Allen Smith*
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Martha Hayes
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Sue Allen Smith
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Director
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Date:
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March 11, 2010
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Date:
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March 11, 2010
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*By:
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/s/ Mark S. White
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Mark S. White
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Attorney-in-Fact
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Date:
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March 11, 2010
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The Plan.
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Pawhuska, State of Oklahoma, on March 11, 2010.
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OSAGE FEDERAL BANK EMPLOYEES’ SAVINGS
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& PROFIT SHARING PLAN AND TRUST
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By:
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/s/ Mark S. White
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Mark S. White
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Its President
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As Plan Administrator on behalf of Osage Federal Bank
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