As filed with the Securities and Exchange Commission on
March 2, 2009
Registration
No. 333-157451
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
PRE-EFFECTIVE AMENDMENT
NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PRINCETON NATIONAL BANCORP,
INC.
(Exact name of registrant as
specified in its charter)
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Delaware
(State or other jurisdiction
of
incorporation or organization)
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36-3210283
(I.R.S. employer
identification no.)
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606 S. Main
Street, Princeton, Illinois 62356
(Address of principal executive
offices, including zip code)
With a
copy to:
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Tony J. Sorcic
President and Chief Executive Officer
Princeton National Bancorp, Inc.
606 S. Main Street
Princeton, Illinois 62356
(Name and address of agent for service)
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Timothy E. Kraepel
Howard & Howard Attorneys PLLC
450 West Fourth Street
Royal Oak, Michigan 48067-2557
(248) 645-1483
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(815) 875-4444
(Telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the
public:
From time to time after this Registration Statement
becomes effective. If the only securities being registered on
this Form are being offered pursuant to dividend or interest
reinvestment plans, please check the following
box:
o
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, other than securities
offered only in connection with dividend or interest
reinvestment plans check the following box:
þ
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.
o
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.
o
If this form is a registration statement pursuant to 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.
o
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.
o
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.
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Large accelerated
filer
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Non-accelerated
filer
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Accelerated
filer
þ
Smaller reporting
company
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CALCULATION
OF REGISTRATION FEE
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Title of each class of
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Proposed maximum
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Proposed maximum
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securities to be registered
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Amount to be
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offering price
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Aggregate
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Amount of
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Fixed Rate Cumulative
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Registered
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per share
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offering price
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registration fee(4)
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Perpetual Preferred, Series B, no par value per share
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25,083
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$1,000(1)
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$25,083,000(1)
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$985.77
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Warrant to Purchase Common Stock ($5.00 par value) and
underlying shares of Common Stock
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155,025(2)
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$24.27(3)
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$3,762,457(3)
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$147.87
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Total
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$28,845,457
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$1,133.64
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(1)
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Calculated in accordance with
Rule 457(a) under the Securities Act and includes such
additional number of shares of Fixed Rate Cumulative Perpetual
Preferred, Series B, of a currently indeterminable amount,
as may from time to time become issuable by reason of stock
splits, stock dividends or similar transactions.
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(2)
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In addition to the Fixed Rate
Cumulative Perpetual Preferred, Series B, there are being
registered hereunder (a) a warrant to purchase
155,025 shares of common stock with an initial per share
exercise price of $24.27 per share, (b) the
155,025 shares of common stock issuable upon exercise of
such warrant and (c) such additional number of shares of
common stock, of a currently indeterminable amount, as may from
time to time become issuable by reason of stock splits, stock
dividends and certain anti-dilution provisions set forth in such
warrant, which shares of common stock are registered hereunder
pursuant to Rule 416.
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(3)
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Calculated in accordance with
Rule 457(i) with respect to the per share exercise price of
the warrant of $24.27.
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(4)
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The Registration Fee was previously
paid to the Commission.
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The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its
effectiveness until the Registrant shall file a further
amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(a), may
determine.
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-3
and has duly caused this Pre-Effective Amendment No. 1 to
Registration Statement on
Form S-3
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Princeton, State of Illinois, on
March 2, 2009.
PRINCETON NATIONAL BANCORP, INC.
(Registrant)
Tony J. Sorcic
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement on
Form S-3
has been signed by the following persons in the capacities and
on the dates indicated.
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Signature
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Title
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Date
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/s/ Tony
J. Sorcic
Tony
J. Sorcic
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President, Chief Executive Officer and Director (Principal
Executive Officer)
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March 2, 2009
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/s/ Todd
D. Fanning
Todd
D. Fanning
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Senior Vice President and Chief Financial Officer (Principal
Accounting and Financial Officer)
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March 2, 2009
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**
Craig
O. Wesner
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Chairman of the Board and Director
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March 2, 2009
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**
Daryl
Becker
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Director
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March 2, 2009
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**
Gretta
Bieber
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Director
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March 2, 2009
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