As filed with the Securities and Exchange Commission on March 17, 2008
Registration No. 33-62010
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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OHIO VALLEY BANC CORP.
(Exact name of registrant as specified in its charter)
Ohio 6022 31-1359191
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
420 Third Avenue
Gallipolis, OH 45631
(740) 446-2631
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
With a copy to:
Jeffrey E. Smith Cynthia A. Shafer
Ohio Valley Banc Corp. Vorys, Sater, Seymour and Pease LLP
420 Third Avenue Suite 2000, Atrium Two
Gallipolis, OH 45631 221 E. Fourth Street
(740) 446-2631 Cincinnati, OH 45202
(513) 723-4009
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: This
post-effective amendment deregisters those securities that remain unsold
hereunder as of the effective date hereof.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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 this Form is a registration statement pursuant General Instruction I.D.
or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. |_|
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. |_|
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |_| Accelerated filer |X|
Non-accelerated filer |_| Smaller reporting company |_|
(Do not check if a smaller reporting company)
DEREGISTRATION OF SECURITIES
In accordance with the undertaking of Ohio Valley Banc Corp. set forth in
its Registration Statement on Form S-3 (Reg. No. 33-62010) filed on May 4, 1993,
and as amended by a post-effective amendment filed on August 4, 1997 (the
"Registration Statement"), Ohio Valley Banc Corp. is filing this Post-Effective
Amendment No. 2 to the Registration Statement to deregister all unsold common
shares, without par value, previously registered under the Securities Act of
1933 pursuant to the Registration Statement. The Registration Statement
registered common shares of Ohio Valley Banc Corp. for purchase by participants
in the Ohio Valley Banc Corp. Dividend Reinvestment and Employee Stock Purchase
Plan (the "Plan"), either from authorized but unissued common shares of Ohio
Valley Banc Corp. or from shares purchased by an agent of Ohio Valley Banc Corp.
on the open market. After adjustment for stock dividends in the nature of stock
splits, 1,627,522 shares were registered. Of those registered shares, 1,079,228
shares (as adjusted for stock dividends in the nature of stock splits) were
purchased by participants in the Plan. Ohio Valley Banc Corp. hereby deregisters
the remaining shares registered but not yet sold pursuant to the Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has duly caused this post-effective amendment to registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Gallipolis, State of Ohio, on March 13, 2008.
OHIO VALLEY BANC CORP.
By: /s/ Jeffrey E. Smith
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Jeffrey E. Smith, President, Chief Executive
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 on the dates indicated.
Signature Title Date
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/s/ Jeffrey E. Smith President, Chief Executive March 13, 2008
-------------------- Officer (Principal Executive
Jeffrey E. Smith Officer), and Director
/s/ Scott W. Shockey Vice President and Chief March 13, 2008
--------------------- Financial Officer (Principal
Scott W. Shockey Financial Officer and Principal
Accounting Officer)
/s/ Anna P. Barnitz *
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Anna P. Barnitz Director March 13, 2008
/s/ Steven B. Chapman *
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Steven B. Chapman Director March 13, 2008
/s/ Robert E. Daniel *
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Robert E. Daniel Director March 13, 2008
/s/ Robert H. Eastman *
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Robert H. Eastman Director March 13, 2008
/s/ Harold A. Howe *
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Harold A. Howe Director March 13, 2008
/s/ Brent A. Saunders *
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Brent A. Saunders Director March 13, 2008
/s/ Roger D. Williams *
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Roger D. Williams Director March 13, 2008
/s/ Lannes C. Williamson *
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Lannes C. Williamson Director March 13, 2008
/s/ Thomas E. Wiseman *
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Thomas E. Wiseman Director March 13, 2008
* /s/ Jeffrey E. Smith
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Jeffrey E. Smith
as attorney-in-fact
INDEX TO EXHIBITS
Exhibit
No. Description Location
------- ----------- --------
24 Powers of Attorney Filed herewith