Post-effective Amendment to an S-8 Filing (s-8 Pos)
23 April 2014 - 10:59PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 23, 2014
Registration No. 333-64318
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TOWER FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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INDIANA
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35-2051170
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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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116 East Berry Street
Fort Wayne, Indiana
46802
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(Address of Principal Executive Offices)
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Tower Financial Corporation
401(K) PLAN
(Full title of the plan)
Michael D. Cahill
President and Chief Executive Officer
Tower Financial Corporation
116 East Berry Street
Fort Wayne, Indiana 46802
(Name and address of agent for service)
Telephone: (260) 427-7000
(Telephone number, including area code, of agent for service)
Copy to:
Samuel J. Talarico, Jr., Esq.
Barrett & McNagny, LLP
215 East Berry Street
Fort Wayne, IN 46801
Telephone: (260) 423-9551
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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Accelerated filer ☐
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Non-accelerated filer ☐
(Do not check if smaller reporting company)
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Smaller reporting company ☒
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DEREGISTRATION OF SECURITIES
Tower Financial Corporation, an Indiana corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 to its Form S-8 Registration Statement, to deregister any remaining shares of no par value common stock and any plan interests
previously registered by the Registrant but unsold pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on July 2, 2001
, as Registration No. 333-64318
(the “Registration Statement”). Pursuant to the Registration Statement, Registrant registered 100
,000 shares of its common stock, no par value, issuable to employees of Registrant and its subsidiaries pursuant to its Tower Financial Corporation 401(k) Plan (the “Plan”). In addition, the Registration Statement covered an indeterminate amount of interests to be offered or sold pursuant to the
Plan.
The Registrant hereby removes from registration, by means of this Post-Effective Amendment No. 1 to its Form S-8 Registration Statement, any and all of the shares of common stock and related Plan interests
registered but unsold 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 this Post-Effective Amendment No. 1 to Form S-8 Registration Statement and has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fort Wayne, Indiana, on April 23, 2014.
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TOWER FINANCIAL CORPORATION
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By:
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s: Michael D. Cahill
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Name:
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Michael D. Cahill
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Title:
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President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael D. Cahill as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer) to sign this Registration Statement and any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated as of April 23, 2014.
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Signature
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Title
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s: Michael D. Cahill
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President and Chief Executive Officer
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Michael D. Cahill
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(Principal Executive Officer)
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s: Richard R. Sawyer
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Chief Financial Officer
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Richard R. Sawyer
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(Principal Financial and Accounting Officer)
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s: Keith E. Busse
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Director
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Keith E. Busse
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s: Michael D. Cahill
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Director
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Michael D. Cahill
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s: Kathryn D. Callen
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Director
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Kathryn D. Callen
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s: Kim T. Stacey
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Director
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Kim T. Stacey
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s: Scott Glaze
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Director
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Scott Glaze
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s: Jerome F. Henry, Jr.
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Director
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Jerome F. Henry, Jr
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s: Debra A. Niezer
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Director
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Debra A. Niezer
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s: William G. Niezer
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Director
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William G. Niezer
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s: Ronald W. Turpin
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Director
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Ronald W. Turpin
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s: Robert N. Taylor
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Director
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Robert N. Taylor
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s: Irene A. Walters
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Irene A. Walters
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Director
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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 authorized, in the City of Fort Wayne, State of Indiana, on April 23, 2014.
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TOWER FINANCIAL 401(K) PLAN
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By:
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s: Michael D. Cahill
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Michael D. Cahill, Trustee
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By:
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s: Richard R. Sawyer
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Richard R. Sawyer, trustee
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By:
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s: Gary D. Shearer
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Gary D. Shearer, Trustee
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By:
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s: Debra A. Niezer
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Debra A. Niezer, Trustee
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By:
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s: Robert N. Taylor
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Robert N. Taylor, Trustee
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By:
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s: Ronald W. Turpin
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Ronald W. Turpin, Trustee
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