BSF Bear State Financial, Inc. (delisted)

As filed with the Securities and Exchange Commission on January 22, 2018

Registration No. 333-212622

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington , D.C. 20549

POST-EFFECTIVE AMENDMENT No. 1

TO

FORM S -3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

__________________________

bear state financial , inc.

(Exact name of registrant as specified in its charter)

900 South Shackleford R oad , Suite 401

Little Rock, Arkansas 72211

( 501 ) 975-6033

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

Matt Machen

President and Chief Executive Officer

900 South Shackleford R oa d, Suite 401

Little Rock , Arkansas 72211

( 501 ) 975-6033

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

With a copy to:

C. David McDaniel

Geoffrey D. Neal

Kutak Rock LLP

124 West Capitol Avenue

Suite  2000

Little Rock , Arkansas 72201

(501) 975-3000

Approximate date of commencement of proposed sale to the public: Not applicable.

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, or a smaller reporting company. See the definitions of “large accelerated f iler,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐ 

EXPLANATORY STATEMENT

This Post-Effective Amendment relates to Registration Statement No. 333-212622 on Form S-3 (the “ Registration Statement ”) filed by Bear State Financial, Inc. (the “ Company ”), with the Securities and Exchange Commission on July 22, 2016, and amended on August 17, 2016, registering up to $50,000,000 of an indeterminate number of shares of common stock, par value $0.01 per share, of the Company, shares of preferred stock, par value $0.01 per share, of the Company, debt securities, depositary shares, stock purchase contracts, stock purchase units, warrants, rights and units.

The Company is terminating the offering of securities under the Registration Statement. In accordance with an undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that remain unsold at the termination of the offering, the Company hereby removes from registration all securities of the Company registered but unissued under the Registration Statement.

SIGNATURES

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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Little Rock, State of Arkansas, on January 22, 2018.

Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.

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