Post-effective Amendment to an S-8 Filing (s-8 Pos)

As filed with the Securities and Exchange Commission on October 17, 2016

Registration No. 333-86599

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

CITIZENS BANCSHARES CORPORATION

(Exact name of Registrant as specified in its charter)

Georgia	58-22322785
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

230 Peachtree Street, N.W., Suite 2700, Atlanta, Georgia 30303

(Address of principal executive offices and zip code)

CITIZENS BANCSHARES CORPORATION
EMPLOYEE STOCK PURCHASE PLAN

(Full Title of the Plan)

Beth Lanier, Esq.

Bryan Cave LLP

1201 W. Peachtree Street, N.W.
One Atlantic Center, 14 ^th Floor

Atlanta, Georgia 30309

(Name and address of agent for service)

(404) 572-4571

(Telephone number, including area code, of agent for service)

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.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	x

Deregistration of Unsold Securities.

This Post-Effective Amendment No. 1 to Form S-8 Registration Statement is being filed in order to deregister all securities remaining unsold under that certain Registration Statement on Form S-8 (File No. 333-86599), which was filed with the Securities and Exchange Commission on September 3, 1999 (the “Registration Statement”) by Citizens Bancshares Corporation (the “Company”), regarding an aggregate of 324,610 shares of the Company’s common stock reserved for issuance under the Citizens Bancshares Corporation Employee Stock Purchase Plan (the “Plan”). The Plan was terminated as of September 30, 2016.

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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 17, 2016.

	CITIZENS BANCSHARES CORPORATION


	By:	/s/ Cynthia N. Day
		Cynthia N. Day
		President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints CYNTHIA N. DAY and SAMUEL J. COX, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature		Title

/s/ Ray M. Robinson		Chairman of the Board and Director
Ray M. Robinson

/s/ H. Jerome Russell, Jr.		Director
H. Jerome Russell, Jr.

/s/ Stephen A. Elmore, Sr.		Director
Stephen A. Elmore, Sr.

/s/ Robert L. Brown, Jr.		Director
Robert L. Brown, Jr.

/s/ C. David Moody, Jr.		Director
C. David Moody, Jr.

/s/ James E. Williams		Director
James E. Williams

/s/ Cynthia N. Day		President, Chief Executive Officer and Director
Cynthia N. Day		(Principal Executive Officer)

/s/ Samuel J. Cox		Executive Vice President and Chief Financial Officer
Samuel J. Cox		(Principal Financial and Accounting Officer)