As filed with the Securities
and Exchange Commission on July 1, 2011
Registration No. 333-163680
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
DANVERS
BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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04-3445675
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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c/o Peoples United Financial, Inc.
850 Main Street
Bridgeport, Connecticut 06604
(203) 338-7171
(Address, including zip code and telephone number, of principal executive offices)
Robert E. Trautmann
Senior Executive Vice President and General Counsel
Peoples United
Financial, Inc., as the successor company to Danvers Bancorp, Inc.
850 Main Street
Bridgeport, Connecticut 06604
(203) 338-7171
(Name, Address, and Telephone Number, including Area
Code, of Agent for Service)
Approximate date of commencement of proposed sale to the public:
Not applicable.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box.
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If any of the securities being
registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box.
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If this form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
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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 effective registration statement for the same offering.
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If this form is a registration statement pursuant to General Instruction I.D. or
a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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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. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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x
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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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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the Amendment) to the Registration Statement on Form S-3, Registration No. 333-163680
(the Registration Statement), which registered 750,000 shares of common stock, $0.01 par value per share (the Common Stock), of Danvers Bancorp, Inc. (Danvers), is being filed in order to deregister securities
remaining under such Registration Statement.
On January 20, 2011, Danvers entered into that certain Agreement and Plan
of Merger (the Merger Agreement), by and between Danvers and Peoples United Financial, Inc., a Delaware corporation (Peoples United). On July 1, 2011, pursuant to the Merger Agreement, Danvers merged with and
into Peoples United (the Merger), with Peoples United continuing as the surviving corporation. Simultaneously with the effective time of the Merger, Danverss subsidiary bank, Danversbank, merged with and into
Peoples Uniteds subsidiary bank, Peoples United Bank, with Peoples United Bank continuing as the surviving entity. As a result of the Merger, each outstanding share of Common Stock (other than shares to be cancelled in
accordance with the Merger Agreement) was cancelled and converted into the right to receive $23.00 in cash or 1.624 shares of Peoples United common stock for each share of Common Stock, subject to customary pro ration provisions.
As a result of the Merger, Danvers has terminated any offering of securities pursuant to the Registration Statement. In accordance with
an undertaking made by Danvers in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold and unissued at the termination of the
offering, Danvers hereby removes from registration all of such securities of Danvers which remain registered but unsold and unissued under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this post-effective amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Bridgeport, State of Connecticut, on this 1
st
day of
July, 2011.
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PEOPLES UNITED FINANCIAL, INC.
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As successor company to Danvers Bancorp, Inc.
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By:
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/s/ Eric J. Appellof
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Eric J. Appellof
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Assistant Secretary
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Grafico Azioni Danvers Bancorp, Inc. (MM) (NASDAQ:DNBK)
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Grafico Azioni Danvers Bancorp, Inc. (MM) (NASDAQ:DNBK)
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