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File No.: 333-27985
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
POTTERS FINANCIAL CORPORATION
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(Exact name of Registrant as specified in its Articles)
Ohio 34-1817924
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
519 Broadway, East Liverpool, Ohio 43920
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(Address of principal executive offices) (Zip Code)
Potters Bank
401(k) Retirement Savings Plan
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(Full title of the plan)
Potters Bank
Attention: Edward L. Baumgardner
519 Broadway, East Liverpool, Ohio 43920
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(Name and address of agent for service)
(330) 385-0770
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(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered (1) offering price per share(2) aggregate offering price registration fee
------------------- -------------- --------------------------- ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Shares 50,000 $21.00 $1,050,000 $319
No par value
</TABLE>
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Estimated solely for purposes of calculating the registration fee;
based upon the average of the high and low sale prices for a share of
Potters Financial Corporation on May 27, 1997, as quoted on The Nasdaq
SmallCap Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. Exhibits.
See the Exhibit Index attached hereto.
A copy of the original Internal Revenue Service (the "IRS")
determination letter is included herewith as Exhibit 5. The Registrant
hereby undertakes to submit amendments to the Plan to the IRS in a
timely manner and to make those changes, if any, required by the IRS in
order for the Plan to qualify as a tax- qualified employee benefit plan
meeting the requirements of Section 401(a) of the Internal Revenue Code
of 1986, as amended.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of East
Liverpool, State of Ohio, on May 25, 2000.
POTTERS FINANCIAL CORPORATION
By /s/ Anne S. Myers
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Anne S. Myers
Vice President, Secretary,
Chief Financial Officer
and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and as of
the dates indicated.
By /s/ Edward L. Baumgardner By /s/ Anne S. Myers
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Edward L. Baumgardner Anne S. Myers
President, Chief Executive Officer Vice President, Secretary,
and Director Chief Financial Officer
and Chief Operating Officer
Date May 25, 2000 Date May 25, 2000
By Arthur T. Doak By /s/ William L. Miller
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Arthur T. Doak William L. Miller
Director Chairman of the Board,
Director
Date May 25, 2000 Date May 25, 2000
By /s/ Suzanne B. Fitzgerald By /s/ Peter D. Visnic
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Suzanne B. Fitzgerald Peter D. Visnic
Director Director
Date May 25, 2000 Date May 25, 2000
By /s/ Timothy M. O'Hara By /s/ James R. Platte
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Timothy O'Hara James R. Platte
Director Director
Date May 25, 2000 Date May 25, 2000
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Post-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Quincy, State of Illinois, on June 19, 2000.
POTTERS BANK 401(K)
RETIREMENT SAVINGS PLAN
By: FIRST BANKERS TRUST COMPANY
By: /s/ Deborah J. Staff
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Its: Adm. Asst.
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EXHIBIT INDEX
Exhibit No. Document
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4(c) Amendment to the Potters Savings and Loan 401(k)
Retirement Savings Plan, as amended
4(d) Amendment to the Potters Savings and Loan 401(k)
Retirement Savings Plan
23 Consent of Independent Auditors
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