COMMERCIAL BANCORP INC /FL/
POS AM, 2000-06-29
STATE COMMERCIAL BANKS
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As originally filed with the  Securities  and Exchange  Commission on January 3,
1997                                           Registration File No.  333-19201



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                      ------------------------------------

                      POST EFFECTIVE AMENDMENT NUMBER 1 TO

                                    Form SB-2

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
         --------------------------------------------------------------

                          THE COMMERCIAL BANCORP, INC.
                 (Name of small business issuer in its charter)

        Florida                            6712                  59-3396236
-------------------------         -----------------------    -----------------
(State or jurisdiction of      (Primary Standard Industrial  (I.R.S. Employer
incorporation or organization) Classification Code Number)   Identification No.)


                                258 N. Nova Road
                           Ormond Beach, Florida 32174
                                 (904) 672-3003
                      ------------------------------------
                          (Address and telephone number
                         of principal executive offices)

                                Gary G. Campbell
                      President and Chief Executive Officer
                                258 N. Nova Road
                           Ormond Beach, Florida 32174
                                 (904) 672-3003
           ----------------------------------------------------------
            (Name, address and telephone number of agent for service)

                              Copies Requested to:
                Herbert D. Haughton, Esq. or A. George Igler, Esq
                             Igler & Dougherty, P.A.
                              1501 Park Avenue East
                           Tallahassee, Florida 32301
                                 (850) 878-2411

Approximate  date of proposed sale to the public:  As soon as practicable  after
this Registration Statement becomes effective.

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 check the following box. [X]

If this Form is filed to register additional securities for an Offering pursuant
to rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ] _________

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. [ ] ________

If delivery  of the  Prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. [ ]
<TABLE>

                         CALCULATION OF REGISTRATION FEE

              Title of                                                 Proposed                Proposed
             each class                        Amount                   maximum                 maximum
            of securities                       to be                  offering                aggregate              Amount of
          to be registered                  registered(1)         price per share(2)       offering price(2)      registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>                          <C>                          <C>                    <C>                     <C>
Common Stock $. 01 par value              1,200,000 shares             $10.00                 $12,000,000             $3,636.36
Warrants                                     450,000                    $0.00                    $0.00                    $0.00
====================================  ========================  ======================= ======================= ====================
<FN>
(1)  Common Stock  ("Shares")  and Warrants are to be issued  during the Initial
     Offering  Period in Units composed of one Share and one Warrant to purchase
     one share of Common Stock. Units will not be issued or certificated and the
     minimum  number of Units which may be  purchased  is 100 Units.  Shares and
     Warrants  will  be  detachable   upon  issuance  and  will  be  issued  and
     certificated  separately.  Shares issued after the Initial  Offering Period
     will not have warrants attached.

(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of the proposed maximum offering price per unit.
</FN>
</TABLE>
--------------------------------------------------------------------------------

<PAGE>


                          DEREGISTRATION OF SECURITIES

    This Post-Effective Amendment Number 1, to deregister all unsold securities,
relates to the  Registration  Statement  filed by The Commercial  Bancorp,  Inc.
("TCB") on Form SB-2, registration file number 333-19201.

    TCB hereby  deregisters  the 709,029 unsold shares of $0.01 par value shares
of common stock registered by and through the registration statement.

                                   SIGNATURES

    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 SB-2 ad has duly  caused  this Post-  Effective
Amendment  Number 1 to the  Registration  Statement on Form SB-2 to be signed on
its behalf by the undersigned,  thereunto duly authorized, in the City of Ormond
Beach, and the State of Florida on this 28th day of June, 2000.

THE COMMERCIAL BANCORP, INC.

By:    /s/ Gary G. Campbell
       -----------------------------------
       Gary G. Campbell
       President & Chief Executive Officer

By:    /s/ Harvey E. Buckmaster
       -----------------------------------
       Harvey E. Buckmaster
       Chief Financial Officer

       Pursuant  to  the  requirements  of  the  Securities  Act  of  1933  this
Pre-Effective  Amendment Number 1 to the Registration  Statement has been signed
by the following persons in the capacities and as of the dates indicated:

        Signature                  Title                          Date


/s/ Gary G. Campbell              Director                 June 28, 2000
-----------------------------     President & C.E.O.
Gary G. Campbell


-----------------------------     Director                 _______, 2000
Richard R. Dwyer


* /s/ Larry A. Kent               Director                 June 28, 2000
-----------------------------     Chairman of the Board
Larry A. Kent


*  /s/ Gary G. Campbell           Director                 June 28, 2000
-----------------------------
James R. Peacock


-----------------------------     Director                 _______, 2000
Clarence W. Singletary


*      Pursuant to Power of Attorney filed January 3, 1996,  authorizing Gary G.
       Campbell  and  Larry  Kent,  or either  of them,  as the true and  lawful
       attorneys-in-fact  to sign all  amendments to the Form SB-2  Registration
       Statement.



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