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Section 1: S-3DPOS (SBT BANCORP, INC. S-3DPOS)



 
As filed with the Securities and Exchange Commission on November 15, 2017
 
Registration No. 333-177094
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
POST-EFFECTIVE AMENDMENT NO. 1
 
To
 
FORM S-3
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
SBT BANCORP, INC.
(Exact name of registrant as specified in its charter)

Connecticut
(State or other jurisdiction of
incorporation or organization)
20-4346972
(I.R.S. Employer
Identification Number)
 
86 Hopmeadow Street
Weatogue, Connecticut 06089
(860) 408-5493
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
Martin J. Geitz
President and Chief Executive Officer
SBT Bancorp, Inc.
86 Hopmeadow Street
Weatogue, Connecticut 06089
(860) 408-5493
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
With a copy to:
Robert M. Taylor III
Day Pitney LLP
242 Trumbull Street
Hartford, Connecticut 06103
(860) 275-0100
 
Approximate date of commencement of proposed sale to the public: Not applicable.  This post-effective amendment removes from registration those securities that remain unsold pursuant to this registration statement.
 
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:
 
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, 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, a smaller reporting company, or an emerging growth company. See 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 ☐
(Do not check if a smaller reporting company)
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. ☐

 
EXPLANATORY NOTE/DEREGISTRATION OF SECURITIES


On September 30, 2011, SBT Bancorp, Inc. (the “Company”) filed a Registration Statement on Form S-3 (Registration No. 333-177094) (the “Original Registration Statement”) under the Securities Act of 1933, as amended, with the Securities and Exchange Commission (the “SEC”).  The Original Registration Statement registered 100,000 shares of the Company’s common stock, no par value per share (the “Common Stock”), to be issued in connection with the SBT Bancorp, Inc. Dividend Reinvestment Plan.  The Company intends to file a Form 15 with the SEC to terminate the registration of its Common Stock under the Securities Exchange Act of 1934, as amended.  The Company, by filing this Post-Effective Amendment No. 1 to the Original Registration Statement, hereby terminates the effectiveness of the Original Registration Statement and removes from registration any and all securities registered but otherwise unissued under the Original Registration Statement as of the date hereof.  This filing is made in accordance with an undertaking made by the Company in Part II of the Original Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unissued at the termination of the offering.


 

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 Post-Effective Amendment No. 1 to Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Simsbury, State of Connecticut, on November 15, 2017.
 
 
SBT BANCORP, INC.
 
 
Date: November 15, 2017
 
 
By:    /s/ Martin J. Geitz                                                      
Martin J. Geitz
President and Chief Executive Officer
(Principal Executive Officer)
 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-3 has been signed by the following persons in the capacities and on the dates indicated.
 
 
 
Signature
   Capacity   Date
           
           
 
/s/ Martin J. Geitz
 
President, Chief Executive Officer and Director
 
November 15, 2017
 
Martin J. Geitz
  (Principal Executive Officer)    
           
           
 
/s/ Richard J. Sudol
  Senior Vice President, Chief Financial Officer and Treasurer    November 15, 2017
 
Richard J. Sudol
 
(Principal Financial Officer)
 
 
 
 
       
           
 
/s/ Robert J. Bogino
 
Director
 
November 15, 2017
 
Robert J. Bogino
       
           
           
 
/s/ James T. Fleming
 
Director
 
November 15, 2017
 
James T. Fleming
       
 
 
   
           
 
/s/ Gary R. Kevorkian
 
Director
 
November 15, 2017
 
Gary R. Kevorkian
     
           
           
 
 /s/ Jerry W. Long
 
Director  
  November 15, 2017
 
Jerry W. Long
 
 
 
 
 
 
 
 
 
 
 
       
 
/s/ Nicholas B. Mason
  Director   November 15, 2017
 
Nicholas B. Mason
 
 
 
 
 
 
       
           
 
/s/ Michael D. Nicastro
 
Director
 
November 15, 2017
 
Michael D. Nicastro
       
         
           
 
 /s/ Peter C. Pabich
 
Director
  November 15, 2017
 
Peter C. Pabich
 
 
 
 
 
 
 
 
 
 
 
       
 
/s/ David W. Sessions
 
Director
 
November 15, 2017
 
David W. Sessions
       
           
           
 
/s/ Ann G. Taylor
 
Director
 
November 15, 2017
 
Ann G. Taylor
       
         
           
 
/s/ Penny R. Woodford
 
Director
 
November 15, 2017
 
Penny R. Woodford
       
 
 
 

 


 
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