As filed with the Securities and Exchange Commission on December 8, 2017
Registration
No. 333-221607
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
CENTRAL FEDERAL CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware
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34-1877137
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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7000 North High Street
Worthington, Ohio 43085
(614)
334-7979
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
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Timothy T. ODell
7000 North High Street
Worthington, Ohio 43085
(614)
334-7979
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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With a Copy to:
Anthony D. Weis, Esq.
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43215
Tel:
(614)
464-5465
Fax: (614)
719-4776
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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
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, 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 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: ☐
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, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company
and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☒
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Emerging Growth Company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
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Title of each Class of
Securities to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering
Price
Per Unit (1)
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Proposed
Maximum
Aggregate
Offering Price (1)(2)
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Amount of
Registration Fee (2)(3)
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Common Stock, $0.01 par value per share
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Preferred Stock, $0.01 par value per share
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Total
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$25,000,000
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$25,000,000
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$3,112.50
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(1)
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Information with respect to each class of securities is omitted pursuant to General Instruction II.D. of Form
S-3
under the Securities Act of 1933, as amended (the
Securities Act). An indeterminate aggregate number or principal amount of common shares and preferred shares is being registered as may from time to time be offered and issued at indeterminate prices. The securities registered hereunder
also include such indeterminate amounts of securities as may be issued with respect to securities registered hereunder to prevent dilution resulting from stock splits, stock dividends or similar transactions. The proposed maximum offering price per
class of security will be determined from time to time by the registrant in connection with the offering and issuance by the registrant of the securities registered hereunder and is not specified.
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(2)
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The proposed maximum aggregate offering price has been estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. The maximum aggregate offering price of the
securities to be registered hereunder will not exceed $25,000,000, and in no event will the maximum offering price of all securities issued under this registration statement in any given
12-month
period exceed
the amount allowed under General Instruction I.B.6(a) of Form
S-3.
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The registrant hereby amends this registration statement on such date or dates as may
be necessary to delay its effective date 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, as amended, or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.