As filed with the Securities and Exchange Commission on February 3, 2020
RegistrationNo. 333-207625
RegistrationNo. 333-150078
RegistrationNo. 333-100081
RegistrationNo. 333-38028
RegistrationNo. 333-86015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form S–8 Registration StatementNo. 333-207625
Post-Effective Amendment No. 1 to Form S–8 Registration StatementNo. 333-150078
Post-Effective Amendment No. 1 to Form S–8 Registration StatementNo. 333-100081
Post-Effective Amendment No. 1 to Form S–8 Registration StatementNo. 333-38028
Post-Effective Amendment No. 1 to Form S–8 Registration StatementNo. 333-86015
UNDER
THE SECURITIES ACT OF 1933
UNITED COMMUNITY FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Ohio | 34-1856319 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
275 West Federal Street
Youngstown, Ohio 44503
(330)742-0500
(Address of principal executive offices, including zip code)
United Community Financial Corp. 2015 Long Term Incentive Plan
United Community Financial Corp. 2007 Long-Term Incentive Plan
The Home Savings and Loan Company 401(k) Savings Plan
United Community Financial Corp. 1999 Long-term Incentive Plan
United Community Financial Corp. Recognition and Retention Plan and Trust Agreement
(Full titles of the plans)
Donald P. Hileman
c/o First Defiance Financial Corp.
601 Clinton Street
Defiance, Ohio 43512
(419)782-5015
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Robert M. Fleetwood, Esq.
Barack Ferrazzano Kirschbaum & Nagelberg LLP
200 W. Madison Street, Suite 3900
Chicago, Illinois 60606
(312)984-3100
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | 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. ☐
DEREGISTRATION OF SECURITIES
These post-effective amendments (the “Post-Effective Amendments”), filed by United Community Financial Corp., an Ohio corporation (the “Company”), remove from registration all shares of common stock, no par value, of the Company (the “Shares”) registered under the following Registration Statements on FormS-8 filed by the Company (the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”) pertaining to the registration of the Shares offered under certain employee benefit and equity plans and agreements.
Registration No. | Date Filed with SEC | Name of Equity Plan or Agreement | Shares | |||||
333-207625 | October 27, 2015 | United Community Financial Corp. 2015 Long Term Incentive Plan | 1,200,000 | |||||
333-150078 | April 4, 2008 | United Community Financial Corp. 2007 Long-Term Incentive Plan | 2,000,000 | |||||
333-100081 | September 25, 2002 | The Home Savings and Loan Company 401(k) Savings Plan | 700,000 | |||||
333-38028 | May 30, 2000 | United Community Financial Corp. 1999 Long-term Incentive Plan | 3,471,562 | |||||
333-86015 | August 27, 1999 | United Community Financial Corp. Recognition and Retention Plan and Trust Agreement | 1,388,625 |
On January 31, 2020, pursuant to the Agreement and Plan of Merger, dated as of September 9, 2019 (the “Merger Agreement”), by and between First Defiance Financial Corp., an Ohio corporation (“FDEF”), and the Company, the Company merged with and into FDEF (the “Merger”), with FDEF surviving the Merger. As a result of the consummation of the Merger and the other transactions contemplated by the Merger Agreement, the Company has terminated the offerings of the Company’s securities pursuant to the Registration Statements.
In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any Shares which remain unsold at the termination of the offerings, the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
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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 FormS-8 and has duly caused this Post-Effective Amendment to the Registration Statements on FormS-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Defiance, state of Ohio, on February 3, 2020. No other person is required to sign this Post-Effective Amendment to the Registration Statements on FormS-8 in reliance upon Rule 478 under the Securities Act of 1933.
FIRST DEFIANCE FINANCIAL CORP. (as successor by merger to United Community Financial Corp.) | ||
By: | /s/ Donald P. Hileman | |
Donald P. Hileman | ||
Chief Executive Officer |
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