As filed with the Securities and Exchange Commission on May 21, 2018

Registration No. 333-220884

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1
To
FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_______________________

INVESTAR HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

_______________________

 

7244 Perkins Road

Baton Rouge, Louisiana 70808

(225) 227-2222

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

_______________________

John J. D’Angelo

President and Chief Executive Officer

Investar Holding Corporation

7244 Perkins Road

Baton Rouge, Louisiana 70808

(225) 227-2222

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

_______________________

Copies to:

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

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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 of 1933, as amended, 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. ¨  

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,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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. þ

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

DEREGISTRATION OF COMMON STOCK

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-4 (File No. 333-220884) (the “Registration Statement”) of Investar Holding Corporation (the “Registrant”) filed with the Securities and Exchange Commission (the “SEC”) on October 10, 2017, as amended by Amendment No. 1 filed with the SEC on October 19, 2017, which registered 1,039,723 shares of voting common stock, par value $1.00 per share of the Registrant.

Pursuant to the Agreement and Plan of Reorganization, dated as of August 4, 2017 (the “Merger Agreement”), by and between the Registrant, Investar Interim Corporation and BOJ Bancshares, Inc., a Louisiana corporation (“BOJ”), BOJ was acquired by the Registrant. The acquisition became effective on December 1, 2017. The Registrant delivered a total of 799,559 shares of its common stock to former shareholders of BOJ pursuant to the Registration Statement in connection with the acquisition.

Following the acquisition, the Registrant terminated the offering of shares of its common stock registered on the Registration Statement. The Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister the 240,164 shares of the Registrant’s common stock that were registered but not issued under the Registration Statement.