Registration No. 333-259273
As filed with the Securities and Exchange Commission on
February 23, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FFBW, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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37-1962248
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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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1360 South Moorland Road
Brookfield, Wisconsin 53005
(Address of Principal Executive Offices)
FFBW Inc.
2021 Equity Incentive Plan
(Full Title of the Plan)
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Edward H. Schaefer
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Copies to:
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President and Chief Executive Officer
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Kip Weissman, Esq.
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FFBW, Inc.
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Steven Lanter, Esq.
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1360 South Moorland Road
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Luse Gorman, PC
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Brookfield, Wisconsin 53005
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5335 Wisconsin Ave., N.W., Suite 780
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(262) 542-4448
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Washington, DC 20015-2035
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(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
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(202) 274-2000
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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:
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ⌧
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Smaller reporting company ⌧
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Emerging growth company ☐
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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. ☐
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This Registration Statement shall become effective upon filing in accordance with Rule 464 promulgated under the Securities Act of 1933,
as amended.
DEREGISTRATION OF SHARES
FFBW, Inc. (the “Company”) is a savings and holding company, and the class of securities to which this Registration Statement on Form S-8
(File No. 333-259273) (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,
$0.01 par value, of the Company, and related stock options therefor, registered under the Registration Statement that remain unissued under the FFBW, Inc. 2021 Equity Incentive Plan.
SIGNATURES
The Registrant.
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 City of Brookfield, State of Wisconsin, on February 23, 2023.
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FFBW, INC.
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By:
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/s/ Edward H. Schaefer
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Edward H. Schaefer
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President and Chief Executive Officer
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(Duly Authorized Representative)
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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.
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Signatures
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Title
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Date
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/s/Edward H. Schaefer
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President, Chief Executive Officer and Director
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February 23, 2023
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Edward H. Schaefer
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(Principal Executive Officer)
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/s/ Steven L. Wierschem*
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Chief Financial Officer
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February 23, 2023
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Steven L. Wierschem
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(Principal Financial Officer)
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/s/ Leann Eddingsaas *
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Principal Accounting Officer
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February 23, 2023
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Leann Eddingsaas
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/s/ James A. Tarantino *
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Chairman of the Board
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February 23, 2023
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James A. Tarantino
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/s/ Kathryn Gutenkunst *
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Director
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February 23, 2023
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Kathryn Gutenkunst
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/s/ JoAnn Anton *
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Director
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February 23, 2023
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JoAnne Anton
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/s/ James P. Lenahan*
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Director
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February 23, 2023
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James P. Lenahan
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/s/ DeVona Wright Cottrell *
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Director
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February 23, 2023
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DeVona Wright Cottrell
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/s/ Michael J. Pjevach *
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Director
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February 23, 2023
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Michael J. Pjevach
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/s/ Jose A. Olivieri *
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Director
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February 23, 2023
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Jose A. Olivieri
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/s/ Christine A. Specht *
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Director
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February 23, 2023
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Christine A. Specht
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* Pursuant to a Power of Attorney dated September 2, 2021, contained on the signature page to the Registration Statement on Form S-8 filed by FFBW, Inc. on September 2, 2021.