As filed with the Securities and Exchange Commission on September 23, 1996
Registration No. 333-11773
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM SB-2
Registration Statement
Under the
Securities Act of 1933
EMCLAIRE FINANCIAL CORP.
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(Name of Small Business Issuer in Its Charter)
Pennsylvania 6021 25-1606091
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(State or Other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Identification No.)
Code Number)
612 Main Street, Box D, Emlenton, Pennsylvania 16373
(412) 867-2311
- --------------------------------------------------------------------------------
(Address and telephone number of principal executive offices)
Ronald L. Ashbaugh, President
Emclaire Financial Corp.
612 Main Street, Box D, Emlenton, Pennsylvania 16373
(412) 867-2311
- --------------------------------------------------------------------------------
(Name, address and telephone number of agent for service)
Please send copies of all communications to:
Gregory A. Gehlmann, Esq.
Michael W. Zarlenga, Esq.
MALIZIA, SPIDI, SLOANE & FISCH, P.C.
1301 K Street, N.W., Suite 700 East, Washington, D.C. 20005
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement is declared effective.
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 registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 27. Exhibits.
The exhibits filed as part of this Registration Statement are as
follows:
(a) List of Exhibits:
1.1 Form of Agency Agreement with Hopper Soliday & Co., Inc.
1.2 Form of Selected Dealers Agreement
3(i) Articles of Incorporation of Emclaire Financial Corp.*
3(ii) Bylaws of Emclaire Financial Corp.*
4 Specimen Stock Certificate of Emclaire Financial Corp.
5.1 Opinion of Malizia, Spidi, Sloane & Fisch, P.C. regarding
legality of securities registered*
10 Purchase and Assumption Agreement Between Mellon Bank,
N.A. as Seller and Farmers National Bank of Emlenton as
Purchaser dated as of May 3, 1996
11 Statement re: Computation of Per Share Earnings (see
"Selected Financial Data - Summary of Operations" and the
Notes to Consolidated Financial Statements included in the
Prospectus in Part I of this Registration Statement.)*
21 Subsidiaries of the Registrant (See "Business -
Subsidiaries" included in the Prospectus in Part I of this
Registration Statement.)*
23.1 Consent of Malizia, Spidi, Sloane & Fisch, P.C. (contained
in its opinion filed as Exhibit 5.1)*
23.2 Consent of S.R. Snodgrass, A.C.*
24 Power of Attorney (reference is made to the signature
page)*
99.1 Stock Order Form**
99.2 Marketing Materials**
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* Previously filed.
** To be filed supplementally.
Item 28. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 ("Securities Act");
(ii) Reflect in the prospectus any facts or events which
individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.
(iii) Include any additional or changed material information on
the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(4) The undersigned registrant hereby undertakes to provide to the
underwriter at the closing specified in the underwriting agreement, certificates
in such denominations and registered in such names as required by the
underwriter to permit prompt delivery to each purchaser.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act, and is therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the small business issuer of expenses incurred or paid by a director,
officer or controlling person of the small business issuer in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
small business issuer will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
In accordance with 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 SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Emlenton, Commonwealth of Pennsylvania, on September 23, 1996.
EMCLAIRE FINANCIAL CORPORATION
By: /s/ Ronald L. Ashbaugh
--------------------------------
Ronald L. Ashbaugh
President
(Duly Authorized Representative)
We the undersigned directors and officers of Emclaire Financial Corp.
(the "Corporation") do hereby severally constitute and appoint John J. Boczar
our true and lawful attorneys and agents, to do any and all things and acts in
our names in the capacities indicated below and to execute all instruments for
us and in our names in the capacities indicated below which said John J. Boczar
may deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the registration
statement on Form SB-2 relating to the offering of the Corporation's common
stock, including specifically but not limited to, power and authority to sign
for us or any of us in our names in the capacities indicated below the
registration statement and any and all amendments (including post-effective
amendments) thereto; and we hereby ratify and confirm all that John J. Boczar
shall do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on September 23, 1996.
/s/ Ronald L. Ashbaugh /s/ John J. Boczar
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Ronald L. Ashbaugh John J. Boczar
President Treasurer
(Principal Executive Officer) (Principal Financial and Accounting Officer)
/s/ Dr. Clinton R. Coulter /s/ David L. Cox
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Dr. Clinton R. Coulter David L. Cox
Director Vice President and Director
/s/ Bernadette H. Crooks /s/ George W. Feeman
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Bernadette H. Crooks George W. Freeman
Director Director
/s/ Rodney C. Heeter /s/ Robert L. Hunter
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Rodney C. Heeter Robert L. Hunter
Director Director
SIGNATURES (cont.)
/s/ J. Michael King /s/ John B. Mason
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J. Michael King John B. Mason
Director Director
/s/ Elizabeth C. Smith
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Elizabeth C. Smith
Director
As filed with the Securities and Exchange Commission on September 23, 1996
Registration No. 333-11773
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
EXHIBITS TO
FORM SB-2
Registration Statement
Under the
Securities Act of 1933
EMCLAIRE FINANCIAL CORP.
- --------------------------------------------------------------------------------
(Name of Small Business Issuer in Its Charter)
Pennsylvania 6021 25-160691
- --------------------------------------------------------------------------------
(State or Other jurisdiction of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Identification No.)
Code Number)
612 Main Street, Box D, Emlenton, Pennsylvania 16373
- --------------------------------------------------------------------------------
(412) 867-2311
(Address and telephone number of principal executive offices)
Ronald L. Ashbaugh, President
Emclaire Financial Corp.
612 Main Street, Box D, Emlenton, Pennsylvania 16373
(412) 867-2311
- --------------------------------------------------------------------------------
(Name, address and telephone number of agent for service)
Please send copies of all communications to:
Gregory A. Gehlmann, Esq.
Michael W. Zarlenga, Esq.
MALIZIA, SPIDI, SLOANE & FISCH, P.C.
1301 K Street, N.W., Suite 700 East, Washington, D.C. 20005
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement is declared effective.
INDEX TO EXHIBITS TO FORM SB-2
EXHIBIT DOCUMENT
- ------- --------
1.1 Form of Agency Agreement with Hopper Soliday & Co., Inc.
1.2 Form of Selected Dealers Agreement
3(i) Articles of Incorporation of Emclaire Financial Corp.*
3(ii) Bylaws of Emclaire Financial Corp.*
4 Specimen Stock Certificate of Emclaire Financial Corp.
5 Opinion of Malizia, Spidi, Sloane & Fisch, P.C. regarding legality of
securities registered*
10 Purchase and Assumption Agreement Between Mellon Bank, N.A. as Seller
and Farmers National Bank of Emlenton as Purchaser dated as of May 3,
1996
11 Statement re: Computation of Per Share Earnings (see "Selected
Financial Data - Summary of Operations" and the Notes to Consolidated
Financial Statements included in the Prospectus in Part I of this
Registration Statement.)*
21 Subsidiaries of the Registrant (See "Business - Subsidiaries" included
in the Prospectus in Part I of this Registration Statement.)*
23.1 Consent of Malizia, Spidi, Sloane & Fisch, P.C. (contained in its
opinion filed as Exhibit 5)*
23.2 Consent of S.R. Snodgrass, A.C.*
24 Power of Attorney (reference is made to the signature page)*
99.1 Stock Order Form**
99.2 Marketing Materials**
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* Previously filed.
** To be filed supplementally.