Post-effective Amendment to an S-8 Filing (s-8 Pos)
01 December 2016 - 2:47AM
Edgar (US Regulatory)
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As filed with the Securities and Exchange Commission on November 30, 2016
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Registration No. 333-163982
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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
OCEAN SHORE
HOLDING CO.
(exact name of registrant as specified in its charter)
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New Jersey
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80-0282446
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.)
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1001 Asbury Avenue
Ocean City, NJ 08226
(609) 399-0012
(Address,
including zip code, and telephone number,
including area code, of registrants principal executive offices)
Ocean Shore Holding Co.
2005 Equity Incentive Plan
(Full Title of the Plan)
Copies to:
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Steven E. Brady
President and Chief Executive Officer
1001 Asbury Avenue
Ocean
City, NJ 08226
(609) 399-0012
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Aaron M. Kaslow, Esq.
Kilpatrick Townsend & Stockton LLP
607 14
th
Street, NW, Suite 900
Washington, DC 20005
(202) 508-5800
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☒
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the following Registration Statement on Form S-8 (the Registration Statement)
filed with the Securities and Exchange Commission on December 23, 2009 by Ocean Shore Holding Co., a New Jersey corporation (the Ocean Shore):
Registration Statement on Form S-8, File No. 333-163982, registering 408,068 shares of common stock, par value $0.01 per
share, for issuance under the Ocean Shore Holding Co. 2005 Equity Incentive Plan.
Pursuant to the Agreement and Plan of Merger, dated as
of July 12, 2016, by and among OceanFirst Financial Corp., Masters Merger Sub Corp. and Ocean Shore, Ocean Shore will be acquired by OceanFirst Financial Corp. The acquisition will be accomplished by the merger of Masters Merger Sub Corp. with
and into Ocean Shore (the Merger), which will become effective at 5:32 p.m. on November 30, 2016.
In connection with the
Merger, Ocean Shore is terminating all offers and sales of its securities registered pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. Accordingly, pursuant to the
undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that remain unsold or unissued at the termination of the offering, Ocean Shore hereby amends the
Registration Statement by deregistering all shares that remain unsold or unissued under such Registration Statement.
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SIGNATURES
The Registrant.
Pursuant to the
requirements of the Securities Act of 1933, Ocean Shore Holding Co. 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 Ocean City, New Jersey on November 30, 2016.
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OCEAN SHORE HOLDING CO.
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By:
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/s/ Steven E. Brady
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Steven E. Brady
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President and Chief Executive Officer
(principal executive officer)
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No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule
478 of the Securities Act.
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