As filed with the Securities and Exchange Commission on January 3, 2024
Registration No. 333-190500
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
CITIZENS HOLDING COMPANY
(Exact name of Registrant as specified in its charter)
Mississippi | 64-0666512 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number)
|
521 Main Street
Philadelphia, MS 39350
(601) 656-4692
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
2013 Incentive Compensation Plan
(Full title of the plan)
Stacy M. Brantley
Chairman and Chief Executive Officer
521 Main Street
Philadelphia, MS 39350
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Nathanael P. Kibler
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
265 Brookview Centre Way, Suite 600
Knoxville, TN 37919
(865) 549-7000
(865) 525-8569 (fax)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ | |
Non-accelerated filer ☒ | Smaller reporting company ☒ | |
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
☐
This Registration Statement shall become effective upon filing in accordance with Rule 464 promulgated under the Securities Act of 1933, as amended.
DEREGISTRATION OF SECURITIES
Citizens Holding Company (the “Company”) is a bank holding company, and the class of securities to which this Registration Statement on Form S-8 (File No. 333-190500) (the “Registration Statement”) relates is held by fewer than 1,200 shareholders of record. The Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all of the shares of common stock, $0.20 par value, of the Company, and related stock options therefor, registered under the Registration Statement that remain unissued under the 2013 Incentive Compensation Plan.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Exchange Act of 1933, as amended, the Registrant certifies that is has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, State of Mississippi, on January 3, 2024.
CITIZENS HOLDING COMPANY | |||
By: | /s/ Stacy M. Brantley | ||
Stacy M. Brantley | |||
President and Chief Executive Officer |
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 date indicated.
Signature | Title(s) | Date |
/s/ Stacy M. Brantley | President and | |
Stacy M. Brantley | Chief Executive | |
Officer and Director | January 3, 2024 | |
(Principal Executive Officer) | ||
Treasurer and | ||
/s/ Phillip R. Branch | Chief Financial Officer | |
Phillip R. Branch | (Principal Financial Officer
and Chief Accounting Officer) |
January 3, 2024 |
/s/ Gregory E. Cronin | Director | January 3, 2024 |
Gregory E. Cronin | ||
/s/Donald L. Kilgore | Director | January 3, 2024 |
Donald L. Kilgore | ||
/s/ Herbert A. King | Director | January 3, 2024 |
Herbert A. King | ||
/s/ Jason R. Voyles | Director | January 3, 2024 |
Jason R. Voyles | ||
/s/ David A. King | Director | January 3, 2024 |
David A. King | ||
/s/ Greg L. McKee | Director | January 3, 2024 |
Greg L. McKee | ||
/s/ Terrell E. Winstead | Director | January 3, 2024 |
Terrell E. Winstead |
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/s/ Jane D. Crosswhite | Director | January 3, 2024 |
Jane D. Crosswhite | ||
/s/ Craig Dungan, MD | Director | January 3, 2024 |
Craig Dungan, MD | ||
/s/ Daniel Adam Mars | Director | January 3, 2024 |
Daniel Adam Mars | ||
/s/ David P. Webb | Director | January 3, 2024 |
David P. Webb |
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