<PAGE> 1
As filed with the Securities and Exchange Commission on January 11, 1999
Registration No. 333-60237
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT TO THE
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MASSACHUSETTS FINCORP, INC.
(Name of Small Business Issuer in its Charter)
DELAWARE 6036 04-3431804
(State or Other Jurisdiction (Primary Standard Industrial (IRS Employer
of Incorporation or Classification Code Number) Identification No.)
Organization)
THE MASSACHUSETTS CO-OPERATIVE BANK
1442 DORCHESTER AVENUE 1442 DORCHESTER AVENUE
BOSTON, MASSACHUSETTS 02122 BOSTON, MASSACHUSETTS 02122
(617) 825-5555 (617) 825-5555
(Address and Telephone Number of (Address of Principal Place of Business
Principal Executive Offices) or Intended Principal Place of Business)
PAUL C. GREEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
THE MASSACHUSETTS CO-OPERATIVE BANK
1442 DORCHESTER AVENUE
BOSTON, MASSACHUSETTS 02122
(617) 825-5555
(Name, Address and Telephone Number of Agent for Service)
Copies to:
LAWRENCE M.F. SPACCASI, ESQUIRE
SCOTT A. BROWN, ESQUIRE
MULDOON, MURPHY & FAUCETTE LLP
5101 WISCONSIN AVENUE, N.W.
WASHINGTON, D.C. 20016
(202) 362-0840
SALE TO THE PUBLIC CONCLUDED DECEMBER 22, 1998
================================================================================
<PAGE> 2
This Post-Effective Amendment No. 1 is filed for the purpose of
deregistering 527,927 shares of the $.01 par value Common Stock (the "Common
Stock") of Massachusetts Fincorp, Inc. (the "Company") heretofore registered and
offered pursuant to the terms of the Prospectus dated October 9, 1998 (the
"Prospectus"). The remaining 545,481 shares registered pursuant to this
Registration Statement on Form SB-2 have been issued and sold in accordance with
the Prospectus in the Subscription Offering and Direct Community Offering
described therein.
The Company has determined that no further shares will be offered, sold
and issued pursuant to the Prospectus. The Company therefore requests
deregistration of the unissued shares of Common Stock registered pursuant to
this Registration Statement as soon as is practicable after the filing of the
Post-Effective Amendment No. 1.
<PAGE> 3
CONFORMED
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Boston,
Commonwealth of Massachusetts, on January 11, 1999.
Massachusetts Fincorp, Inc.
By: /s/ Paul C. Green
-----------------------------------
Paul C. Green
President, Chief Executive Officer
and Director
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
Name Title Date
---- ----- ----
/s/ Paul C. Green President, Chief Executive January 11, 1999
- -------------------- Officer and Director
Paul C. Green (principal executive
officer)
/s/ Ruth J. Rogers Chief Financial Officer January 11, 1999
- -------------------- Treasurer and Corporate
Ruth J. Rogers Secretary
(principal accounting and
financial officer)
* Director
- ---------------------
John B. Byrne
* Director
- ---------------------
John R. Byrne
* Director
- ---------------------
Richard F. Cahill
* Director
- ---------------------
W. Craig Dolan
* Director
- ---------------------
John E. Hurley, Jr.
<PAGE> 4
* Director
- ---------------------
Robert E. McGovern
* Director
- ---------------------
John P. O'Hearn, Jr.
* Director
- ---------------------
Robert H. Quinn
* Director
- ---------------------
Joseph W. Sullivan
* Director
- ---------------------
Diane Valle
*Pursuant to the Power of Attorney filed on July 30, 1998, as Exhibit 24.1 to
the Registration Statement on Form SB-2 of Massachusetts Fincorp, Inc.
/s/ Paul C. Green President, Chief Executive January 11, 1999
- ------------------------ Officer and Director
Paul C. Green (principal executive officer)
