<PAGE>
As filed with the Securities and Exchange Commission on February 17, 1998.
Registration No. 333-19409
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------
PONTOTOC BANCSHARES CORP.
(Exact name of registrant as specified in its charter)
Mississippi 6712 64-0885622
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
19 South Main Street
Pontotoc, Mississippi 38863
(601) 489-1631
(Address, including zip code and telephone number,
including area code, of
registrant's principal executive offices)
-------------------
BUDDY R. MONTGOMERY
President
Pontotoc BancShares Corp.
19 South Main Street
Pontotoc, Mississippi 38863
(601) 489-1631
(Address, including zip code, and telephone number,
including area code, of agent for service)
-------------------
Copy to:
GARY MERINGER
Phelps Dunbar, L.L.P.
30th Floor, 400 Poydras Street
New Orleans, Louisiana 70130-3245
(504) 566-1311
-------------------
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DEREGISTRATION OF SHARES
The Registrant hereby removes from registration 65,840 shares (the
"Shares") of the total 330,000 shares of Common Stock of Pontotoc BancShares
Corp. covered by the Form S-4 Registration Statement No. 333-19409 (the
"Registration Statement"), which was declared effective on August 12, 1997. The
Shares, which were registered in connection with the reorganization of First
National Bank of Pontotoc into the Registrant, have not been issued pursuant to
the Registration Statement as of the date of this Post-Effective Amendment No.
2. The reorganization has been completed, and the registration of the Shares is
hereby terminated.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 2 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Pontotoc, State of
Mississippi, on this 12th day of February, 1998.
Pontotoc BancShares Corp.
By: /s/ Buddy R. Montgomery
--------------------------------
Buddy R. Montgomery, President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 to Registration Statement on Form S-4 has been signed
by the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Anna M. Berryhill* Director February 12, 1998
- -------------------------------------
Anna M. Berryhill
/s/ Buddy R. Montgomery Director, President February 12, 1998
- ------------------------------------- (Principal Executive
Buddy R. Montgomery Officer and Principal
Financial Officer)
<PAGE>
/s/ Larry Russell* Director and February 12, 1998
- -------------------------------------- Executive
Larry Russell Vice President
/s/ Michael Simon* Director February 12, 1998
- -------------------------------------
Michael Simon
/s/ Charles D. Thomas* Director February 12, 1998
- -------------------------------------
Charles D. Thomas
/s/ James L. Whitworth* Director February 12, 1998
- -------------------------------------
James L. Whitworth
/s/ Julie Henry* Principal Accounting February 12, 1998
- ------------------------------------- Officer
Julie Henry
* Signed Pursuant to a Power of Attorney
By: /s/ Buddy R. Montgomery
--------------------------------------
Buddy R. Montgomery
Attorney-in-Fact
