Explanatory Note
This Post-Effective Amendment relates to the following Registration Statements on Form S-8 (collectively, the Registration Statements) of Centrue Financial Corporation (the Registrant):
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File No. 333-16359, pertaining to the registration of 600,000 shares of common stock, par value $1.00 per share, issuable under the UnionBancorp, Inc. 1993 Stock Option Plan.
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File No. 333-49729, pertaining to the registration of 20,000 shares of common stock, par value $1.00 per share, issuable under the UnionBancorp, Inc. 401(k) Plan.
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File No. 333-92549, pertaining to the registration of 50,000 shares of common stock, par value $1.00 per share, issuable under the UnionBancorp, Inc. 1999 Non-Qualified Stock Option Plan.
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File No. 333-119394, pertaining to the registration of 200,000 shares of common stock, par value $1.00 per share, issuable under the UnionBancorp, Inc. 2003 Stock Option Plan.
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File No. 333-133831, pertaining to the registration of 27,525 shares of common stock, par value $1.00 per share, issuable under the UnionBancorp, Inc. 401(k) Plan.
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File No. 333-139026, pertaining to the registration of 273,277 shares of common stock, par value $1.00 per share, issuable under the Kankakee Bancorp, Inc. 2003 Stock Incentive Plan, Kankakee Bancorp, Inc. 2003 Director Short Term Stock Incentive Plan, Kankakee Bancorp, Inc. 1992 Stock Option Plan, and Kankakee Bancorp, Inc. Non-Employee Deferred Compensation Plan.
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File No. 333-145790, pertaining to the registration of 370,000 shares of common stock, par value $1.00 per share, issuable under the Centrue Financial Corporation (Formerly known as UnionBancorp, Inc.) Amended and Restated 2003 Stock Option Plan.
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File No. 333-148127, pertaining to the registration of 92,000 shares of common stock, par value $1.00 per share, and $2,200,000 of deferred compensation obligations issuable under the Centrue Financial Corporation Executive Deferred Compensation Plan.
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File No. 333-157566, pertaining to the registration of 50,000 shares of common stock, par value $1.00 per share, issuable under the Centrue Financial Corporation 401(k) Plan.
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File No. 333-165804, pertaining to the registration of 100,000 shares of common stock, par value $1.00 per share, issuable under the Centrue Financial Corporation 401(k) Plan.
Pursuant to the Agreement and Plan of Merger, dated as of January 26, 2017, by and among Midland States Bancorp, Inc. (Midland), the Registrant and Sentinel Acquisition, LLC (Merger Sub), on June 9, 2017, the Registrant merged with and into Merger Sub, with Merger Sub continuing as a wholly owned subsidiary of Midland (the Merger).
In connection with the consummation of the Merger, the Registrant hereby terminates the Registration Statements and deregisters the remaining securities registered but unsold under the Registration Statements, if any, in accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
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