As filed
with the Securities and Exchange Commission on January 28,
2010
Registration
No. 333-140096
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
___________
MUTUAL
FEDERAL BANCORP, INC.
(Exact
name of registrant as specified in its charter)
|
Federal
(State
or other jurisdiction of incorporation or organization)
|
|
33-1135091
(I.R.S.
Employer Identification No.)
|
2212
West Cermak Road
Chicago,
Illinois 60608
(Address,
including zip code of registrant’s principal executive office)
___________
MUTUAL
FEDERAL BANCORP, INC. 2006 STOCK OPTION PLAN
MUTUAL
FEDERAL BANCORP, INC. 2006 MANAGEMENT RECOGNITION AND
RETENTION
PLAN, AS AMENDED
(Full
title of the plans)
___________
John
L. Garlanger
Executive
Vice President and Chief Financial Officer
Mutual
Federal Bancorp, Inc.
2212
West Cermak Road
Chicago,
Illinois 60608
(773)
847-7747
(Name,
address and telephone number, including area code, of agent for
service)
Copies
to:
Jennifer
Durham King, Esq.
Vedder
Price P.C.
222
North LaSalle Street
Chicago,
Illinois 60601
(312)
609-7500
___________
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. (Check one):
|
Large
accelerated filer
o
|
Accelerated
filer
o
|
|
Non-accelerated
filer
o
|
Smaller
reporting company
x
|
|
(Do
not check if a smaller reporting company)
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EXPLANATORY
STATEMENT
Deregistration
of Securities
Mutual
Federal Bancorp, Inc. (the “Registrant”) is filing this Post-Effective Amendment
No. 1 to its Registration Statement on Form S-8 filed on January 19, 2007 (File
No. 333-140096) (the “Registration Statement”) to deregister certain shares of
the Registrant’s Common Stock, par value $0.01 per share (the “Common Stock”),
that were registered for issuance pursuant to the Mutual Federal Bancorp, Inc.
2006 Stock Option Plan and the Mutual Federal Bancorp, Inc. 2006 Management
Recognition and Retention Plan, as amended (collectively, the
“Plans”). A total of 249,488 shares of Common Stock were registered
under the Registration Statement.
In
connection with the Registrant’s filing of a Form 15 and suspension of duty to
file reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934,
as amended, the Registration Statement is hereby amended to deregister any
shares of Common Stock remaining unissued under the Plans.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, 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 Chicago, State of Illinois on January 27,
2010.
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MUTUAL
FEDERAL BANCORP, INC.
By:
/s/Stephen M. Oksas
Stephen M. Oksas
President and Chief Executive
Officer
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KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints Stephen M. Oksas, John L. Garlanger and
Julie H. Oksas, and each of them, the true and lawful attorneys-in-fact and
agents of the undersigned, with full power of substitution and resubstitution,
for and in the name, place and stead of the undersigned, to sign any and all
amendments to this Registration Statement (including any post-effective
amendments), and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully as to all intents and purposes as each of the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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Name
|
Title
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Date
|
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/s/
Stephen
M. Oksas
Stephen
M. Oksas
|
Chairman,
President and Chief Executive Officer
(Principal
Executive Officer)
|
January 27,
2010
|
|
/s/
John
L. Garlanger
John
L. Garlanger
|
Executive
Vice President,
Chief
Financial Officer and Director
(Principal
Financial and Accounting Officer)
|
January 27,
2010
|
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/s/
Stanley
Balzekas III
Stanley
Balzekas III
|
Director
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January 27,
2010
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/s/
Robert
P. Kazan
Robert
P. Kazan
|
Director
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January 27,
2010
|
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/s/
Amy
P. Keane
Amy
P. Keane
|
Director
|
January 27,
2010
|
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/s/Leonard F. Kosacz
Leonard
F. Kosacz
|
Director
|
January 27,
2010
|
|
/s/
Julie
H. Oksas
Julie
H. Oksas
|
Director
|
January 27,
2010
|
|
Stephanie
Simonaitis
|
Director
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January 27,
2010
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