As filed with the Securities and Exchange Commission on November 2, 2009

Registration No. 333-161967

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-1

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Athens Bancshares Corporation
and
Athens Federal Community Bank 401(k) Plan

(Exact name of registrant as specified in its charter)

Tennessee (State or other jurisdiction of incorporation or organization)		6035 (Primary Standard Industrial Classification Code Number)		27-0920126 (IRS Employer Identification No.)

106 Washington Avenue
Athens, Tennessee 37303
(423) 745-1111
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

Jeffrey L. Cunningham
President and Chief Executive Officer
106 Washington Avenue
Athens, Tennessee 37303
(423) 745-1111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

		Copies to:
Paul M. Aguggia, Esq. Victor L. Cangelosi, Esq. Kilpatrick Stockton LLP 607 14th Street, NW, Suite 900 Washington, DC 20005 (202) 508-5854				Martin Meyrowitz, Esq. Silver Freedman & Taff, LLP 3299 K Street, Suite 100 Washington, DC 20007 (202) 295-4513

     Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

     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, 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, 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 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. 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.

Calculation of Registration Fee

									Proposed Maximum					Proposed Maximum					Amount of
	Title of Each Class of			Amount to					Offering Price					Aggregate Offering					Registration
	Securities to be Registered			be Registered					Per Unit					Price (2)					Fee
	Common Stock $.01 par value			2,512,750 shares (1)					$	10.00				$	25,127,500					(3	)
	Participation Interests				(4	)				—					(4	)				(5	)

(1)		Includes shares of common stock to be issued to the Athens Federal Foundation, a private foundation.
(2)		Estimated solely for the purpose of calculating the registration fee.
(3)		The registration fee of $1,403.00 was previously paid upon filing of the Form S-1 on September 17, 2009.
(4)		In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
(5)		The securities of Athens Bancshares Corporation to be purchased by the Athens Federal Community Bank 401(k) Plan included in the amount shown for common stock. Accordingly, no separate fee is required for the participation interests. In accordance with Rule 457(h) of the Securities Act, as amended, the registration fee has been calculated on the basis of the number of shares of common stock that may be purchased with the current assets of such Plan.

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 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

 

 

PARTICIPATION INTERESTS IN
ATHENS FEDERAL COMMUNITY BANK
EMPLOYEES’ SAVINGS & PROFIT SHARING PLAN AND TRUST
AND
OFFERING OF 430,000 SHARES OF
ATHENS BANCSHARES CORPORATION
COMMON STOCK ($.01 PAR VALUE)

     This prospectus supplement relates to the offer and sale to participants in the Athens Federal Community Bank Employees’ Savings & Profit Sharing Plan and Trust (the “401(k) Plan”), of participation interests and shares of common stock of Athens Bancshares Corporation (“Athens Bancshares”) in connection with the Athens Bancshares initial public offering.

     401(k) Plan participants may direct the 401(k) Plan trustee, to use all or a portion of their account balances to subscribe for and purchase shares of Athens Bancshares common stock through the Athens Bancshares Stock Fund. Based upon the value of the 401(k) Plan assets as of October 1, 2009, the Athens Bancshares Stock Fund trustee may purchase up to 430,000 shares of Athens Bancshares common stock at a purchase price of $10.00 per share. This prospectus supplement relates to the election of 401(k) Plan participants to direct the 401(k) Plan trustee to invest their 401(k) Plan account balances in Athens Bancshares common stock.

     The Athens Bancshares Corporation prospectus dated _________, 200___, which we have attached to this prospectus supplement, includes detailed information regarding the offering of shares of Athens Bancshares common stock and the financial condition, results of operations and business of Athens Federal Community Bank (“Athens Federal “). This prospectus supplement provides information regarding the 401(k) Plan. You should read this prospectus supplement together with the prospectus and keep both for future reference.

Please refer to “Risk Factors” beginning on page ___ of the prospectus.

Neither the Securities and Exchange Commission, the Office of Thrift Supervision, the Federal Deposit Insurance Corporation, nor any other state or federal agency or any state securities commission, has approved or disapproved these securities. Any representation to the contrary is a criminal offense.

These securities are not deposits or accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

     This prospectus supplement may be used only in connection with offers and sales by Athens Bancshares of participation interests or shares of common stock under the 401(k) Plan in the offering. No one may use this prospectus supplement to re-offer or resell interests or shares of common stock acquired through the 401(k) Plan.

     You should rely only on the information contained in this prospectus supplement and the attached prospectus. Neither Athens Bancshares, Athens Federal nor the 401(k) Plan have authorized anyone to provide you with different information.

     This prospectus supplement does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus supplement and the prospectus nor any sale of common stock shall under any circumstances imply that there has been no change in the affairs of Athens Federal or the 401(k) Plan since the date of this prospectus supplement, or that the information contained in this prospectus supplement or incorporated by reference is correct as of any time after the date of this prospectus supplement.

The date of this Prospectus Supplement is                    , 200_.

TABLE OF CONTENTS

		Page
THE OFFERING		1
Securities Offered		1
Election to Purchase Athens Bancshares Corporation Common Stock in the Stock Offering		1
Value of Participation Interests		2
Method of Directing Transfer		2
Time for Directing Transfer		2
Irrevocability of Transfer Direction		2
Purchase Price of Athens Bancshares Corporation Common Stock		2
Nature of a Participant’s Interest in Athens Bancshares Corporation Common Stock		3
Voting and Tender Rights of Athens Bancshares Corporation Stock		3
DESCRIPTION OF THE 401(k) PLAN		3
Introduction		3
Eligibility and Participation		4
Contributions Under the 401(k) Plan		4
Limitations on Contributions		4
401(k) Plan Investments		6
Benefits Under the 401(k) Plan		9
Withdrawals and Distributions from the 401(k) Plan		10
ADMINISTRATION OF THE 401(k) PLAN		10
Trustees		10
Reports to 401(k) Plan Participants		10
Plan Administrator		11
Amendment and Termination		11
Merger, Consolidation or Transfer		11
Federal Income Tax Consequences		11
Restrictions on Resale		12
SEC Reporting and Short-Swing Profit Liability		13
LEGAL OPINION		14
EX-1.1
EX-1.2
EX-2.1
EX-3.1
EX-3.2
EX-5.1
EX 8.1
EX-8.2
EX-10.4
EX-10.6
EX-10.7
EX-10.15
EX-10.16
EX-23.2

THE OFFERING

Securities Offered

     The securities offered in connection with this prospectus supplement are participation interests in the 401(k) Plan. At a purchase price of $10.00 per share, the 401(k) Plan trustee may acquire up to 430,000 shares of Athens Bancshares common stock in the stock offering (the “Stock Offering”). The interests offered under this prospectus supplement are conditioned on the close of the Stock Offering. Certain subscription rights and purchase limitations also govern your investment in the Athens Bancshares Stock Fund in connection with the Stock Offering. See “The Conversion and Stock Offering — Subscription Offering and Subscription Rights” and “— Limitations on Purchases of Shares” in the prospectus attached to this prospectus supplement for further discussion of these subscription rights and purchase limitations.

     This prospectus supplement contains information regarding the 401(k) Plan. The attached prospectus contains information regarding the Stock Offering and the financial condition, results of operations and business of Athens Federal and its affiliates. The address of the principal executive office of Athens Federal is 106 Washington Avenue, Athens, Tennessee 37371. The telephone number of Athens Federal is (800) 526-3572.

Election to Purchase Athens Bancshares Corporation Common Stock in the Stock Offering

     In connection with the Stock Offering, you may direct the 401(k) Plan trustee to transfer all or a portion of your 401(k) Plan account balance to the Athens Bancshares Stock Fund. The 401(k) Plan trustee will subscribe for Athens Bancshares common stock offered for sale in the Stock Offering in accordance with each participant’s direction. If there is not enough Athens Bancshares common stock available in the Stock Offering to fill all subscriptions, the common stock will be apportioned and the 401(k) Plan trustee may not be able to purchase all of the common stock you requested. If the Stock Offering is oversubscribed and your order is cut back, your 401(k) Plan funds (which are not invested in Athens Bancshares common stock) will be reinvested in accordance with the investment elections that you have in place for your elective deferrals.

     All eligible plan participants are permitted to direct a transfer of all or a portion of their account balances in the 401(k) Plan into the Athens Bancshares Stock Fund. However, transfer directions are subject to subscription rights and purchase priorities. See “Summary — Persons Who Can Order Stock in the Offering” in the attached prospectus. Athens Bancshares has granted rights to subscribe for shares of Athens Bancshares common stock to the following persons in the following order of priority: (1) persons with $50 or more on deposit at Athens Federal as of the close of business on March 31, 2008; (2) the Athens Federal Community Bank Employee Stock Ownership Plan; (3) persons with $50 or more on deposit at Athens Federal as of the close of business on September 30, 2009; and (4) depositors of Athens Federal as of the close of business on                      who are not eligible under categories 1 and 3 above and borrowers of Athens Federal as of May 1, 1999 whose borrowings still exist as of the close of business on                     . If you fall into one of the above subscription offering categories, you have subscription rights to purchase shares of Athens Bancshares common stock in the Stock Offering and you may use your account balance in the 401(k) Plan to subscribe for shares of Athens Bancshares common stock.

     The limitations on the total amount of Athens Bancshares common stock that you may purchase in the Stock Offering, as described in the prospectus (see “The Conversion and Stock Offering — Limitations on Purchases of Shares”), will be calculated based on the aggregate amount that you subscribed for: (a) through your 401(k) Plan account and (b) through your sources of funds outside of the 401(k) Plan. Whether you place an order through the 401(k) Plan, outside the 401(k) Plan, or both, the number of shares of Athens Bancshares common stock, if any, that you receive will be determined based on the total number of subscriptions, your purchase priority and the allocation priorities described in the prospectus. If, as a result of the calculation, you are allocated insufficient shares to fill all of your orders, available shares will be allocated between orders on a pro rata basis.

Value of Participation Interests

     As of October 1, 2009, the market value of the 401(k) Plan assets equaled approximately $4.3 million. The plan administrator has distributed quarterly statements to each participant reflecting the value of his or her beneficial interest in the 401(k) Plan as of September 30, 2009. The value of the 401(k) Plan assets represents past contributions made to the 401(k) Plan on your behalf, plus or minus earnings or losses on the contributions, less previous withdrawals.

Method of Directing Transfer

     In order to facilitate your investment in the Athens Bancshares Stock Fund in connection with the Stock Offering, you must complete, sign and submit the blue form included with this prospectus supplement (the “Investment Form”). In order to invest in the Athens Bancshares Stock Fund, you must direct the 401(k) Plan trustee to transfer a percentage of your beneficial interest in the assets of the 401(k) Plan to the Athens Bancshares Stock Fund (in multiples of not less than 1%). If you do not wish to invest in the Athens Bancshares Stock Fund at this time, you do not need to take any action. The minimum investment in the Athens Bancshares Stock Fund during the Stock Offering is $25 and the maximum individual investment is $300,000. Your blue Investment Form must be received by                      by noon on                     , 200_.

Time for Directing Transfer

     The deadline to submit your Investment Form to                      is 12:00 noon, local time, on                     , 200___, unless extended by Athens Federal. If you have any questions regarding the Athens Bancshares Stock Fund, you can call                      at (___)                     .

Irrevocability of Transfer Direction

     Once you have submitted your Investment Form, you cannot change your direction to transfer amounts credited to your account in the 401(k) Plan to the Athens Bancshares Stock Fund. Following the closing of the Stock Offering and the initial purchase of shares in the Athens Bancshares Stock Fund, you will again have complete access to any funds you directed towards the purchase of shares of Athens Bancshares common stock in the Stock Offering. Special restrictions may apply to transfers directed to and from the Athens Bancshares Stock Fund by participants who are subject to Section 16(b) of the Securities Exchange Act of 1934, as amended. See “SEC Reporting and Short-Swing Profit Liability”.

Purchase Price of Athens Bancshares Corporation Common Stock

     The trustee will use the funds transferred to the Athens Bancshares Stock Fund to purchase shares of Athens Bancshares common stock in the Stock Offering. The Athens Bancshares Stock Fund trustee will pay the same price for shares of Athens Bancshares common stock as all other persons who purchase

shares of Athens Bancshares common stock in the Stock Offering. If there is not enough common stock available in the Stock Offering to fill all subscriptions, the common stock will be apportioned and the trustee may not be able to purchase all of the common stock you requested. If the Stock Offering is oversubscribed and your order is cut back, your 401(k) Plan funds (which are not invested in Athens Bancshares common stock) will be reinvested in accordance with the investment elections that you have in place for your elective deferrals.

Nature of a Participant’s Interest in Athens Bancshares Corporation Common Stock

     The trustee will hold Athens Bancshares common stock in the name of the 401(k) Plan. The trustee will credit shares of Athens Bancshares common stock acquired at your direction to your account under the 401(k) Plan.

Voting and Tender Rights of Athens Bancshares Corporation Common Stock

     The 401(k) Plan trustee will exercise voting and tender rights attributable to all Athens Bancshares common stock held in the Athens Bancshares Stock Fund, as directed by participants with interests in the Athens Bancshares Stock Fund. With respect to each matter as to which holders of Athens Bancshares common stock have a right to vote, you will have voting instruction rights that reflect your proportionate interest in the Athens Bancshares Stock Fund. The number of shares of Athens Bancshares common stock held in the Athens Bancshares Stock Fund voted for and against each matter will be proportionate to the number of voting instruction rights exercised. If there is a tender offer for Athens Bancshares common stock, the 401(k) Plan allots each participant a number of tender instruction rights reflecting the participant’s proportionate interest in the Athens Bancshares Stock Fund. The percentage of shares of Athens Bancshares common stock held in the Athens Bancshares Stock Fund that will be tendered will be the same as the percentage of the total number of tender instruction rights exercised in favor of the tender offer. The remaining shares of Athens Bancshares common stock held in the Athens Bancshares Stock Fund will not be tendered. The 401(k) Plan provides that participants will exercise their voting instruction rights and tender instruction rights on a confidential basis.

DESCRIPTION OF THE 401(k) PLAN

Introduction

     Athens Federal adopted the amended and restated 401(k) Plan effective October 1, 2009. Athens Federal intends for the 401(k) Plan to comply, in form and in operation, with all applicable provisions of the Internal Revenue Code and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Athens Federal may change the 401(k) Plan from time to time in the future to ensure continued compliance with these laws. Athens Federal may also amend the 401(k) Plan from time to time in the future to add, modify, or eliminate certain features of the plan, as it sees fit. Federal law provides you with various rights and protections as a participant in the 401(k) Plan, which is governed by ERISA. However, the Pension Benefit Guaranty Corporation does not guarantee your benefits under the 401(k) Plan.

     Reference to Full Text of the Plan. The following portions of this prospectus supplement summarize the material provisions of the 401(k) Plan. Athens Federal qualifies this summary in its entirety by reference to the full text of the 401(k) Plan. You may obtain copies of the 401(k) Plan document, including any amendments to the plan and a summary plan description, by contacting                      at (___)                     . You should carefully read the 401(k) Plan documents to understand your rights and obligations under the 401(k) Plan.

Eligibility and Participation

     As a regular full time or part time employee of Athens Federal, you are eligible to commence participation in the 401(k) Plan as of the first Plan entry date following your employment. The Plan entry dates are the 1^st day of each month.

     As of October 1, 2009, all eligible employees of Athens Federal actively participated in the 401(k) Plan.

Contributions Under the 401(k) Plan

     Employee Pre-Tax Salary Deferrals. Subject to certain Internal Revenue Service limitations, the 401(k) Plan permits you to make pre-tax salary deferrals each payroll period of up to 75% of your compensation. Compensation is defined for purposes of the 401(k) Plan as each participant’s Box 1, form W-2 compensation. In addition to pre-tax salary deferrals, you may make “catch up” contributions if you are currently age 50 or will be 50 before the end of the calendar year. You are always 100% vested in your elective deferrals.

     Athens Federal Safe Harbor Matching Contributions. The 401(k) Plan provides that Athens Federal will make matching contributions on behalf of each eligible participant with respect to each eligible participant’s elective deferrals. If you elect to defer funds into the 401(k) Plan, Athens Federal will match 100% of your elective deferrals up to 6% of your compensation. Athens Federal makes matching contributions only to those participants who actively defer a percentage of their compensation into the 401(k) Plan.

     Basic Contributions. The 401(k) Plan provides that Athens Federal may make additional employer contributions under the Plan. Currently, Athens Federal makes a monthly basic contribution to the 401(k) Plan on behalf of each participant equal to 3% of each participant’s compensation. Participants vest in their basic contributions at a rate of 33¹/3 % each year after two years of service.

     Rollover Contributions. Athens Federal allows employees who receive a distribution from a previous employer’s tax-qualified employee benefit plan to deposit that distribution into a Rollover Contribution account under the 401(k) Plan, provided the rollover contribution satisfies IRS requirements. For additional information on Rollover Contributions see the Summary Plan Description for the 401(k) Plan.

Limitations on Contributions

     Limitation on Employee Salary Deferrals. By law, your total deferrals under the 401(k) Plan, together with similar plans, may not exceed $16,500 for 2009. Eligible employees who are age 50 and over may also make additional “catch-up” contributions to the plan, up to a maximum of $5,500 for 2009. The Internal Revenue Service periodically increases these limitations. An eligible participant who exceeds these limitations must include any excess deferrals in gross income for federal income tax purposes in the year of deferral. In addition, the participant must pay federal income taxes on any excess deferrals when distributed by the 401(k) Plan to the participant, unless the plan distributes the excess deferrals and any related income no later than the first April 15th following the close of the taxable year in which the participant made the excess deferrals. Any income on excess deferrals distributed before such date is treated, for federal income tax purposes, as earned and received by the participant in the taxable year of the distribution.

     Limitation on Annual Additions and Benefits. As required by the Internal Revenue Code, the 401(k) Plan provides that the total amount of contributions and forfeitures (annual additions) credited to a participant during any year under all defined contribution plans of Athens Federal (including the 401(k) Plan and the proposed Athens Federal Community Bank Employee Stock Ownership Plan) may not exceed the lesser of 100% of the participant’s annual compensation or $49,000 for 2009.

     Limitation on Plan Contributions for Highly Compensated Employees. Special provisions of the Internal Revenue Code limit the amount of pre-tax and matching contributions that may be made to the 401(k) Plan in any year on behalf of highly compensated employees, in relation to the amount of pre-tax and matching contributions made by or on behalf of all other employees eligible to participate in the 401(k) Plan. If pre-tax and matching contributions exceed these limitations, the plan must adjust the contribution levels for highly compensated employees.

     In general, a highly compensated employee includes any employee who (1) was a 5% owner of the sponsoring employer at any time during the year or the preceding year, or (2) had compensation for the preceding year in excess of $110,000 and, if the sponsoring employer so elects, was in the top 20% of employees by compensation for such year. The preceding dollar amount applies for 2009 and may be adjusted periodically by the Internal Revenue Service .

     Top-Heavy Plan Requirements. If the 401(k) Plan is a Top-Heavy Plan for any calendar year, Athens Federal may be required to make certain minimum contributions to the 401(k) Plan on behalf of non-key employees. In general, the 401(k) Plan will be treated as a “Top-Heavy Plan” for any calendar year if, as of the last day of the preceding calendar year, the aggregate balance of the accounts of “Key Employees” exceeds 60% of the aggregate balance of the accounts of all employees under the plan. A Key Employee is generally any employee who, at any time during the calendar year or any of the four preceding years, is:

	(1)		an officer of Athens Federal whose annual compensation exceeds $145,000;
	(2)		a 5% owner of the employer, meaning an employee who owns more than 5% of the outstanding stock of Athens Bancshares, or who owns stock that possesses more than 5% of the total combined voting power of all stock of Athens Bancshares; or
	(3)		a 1% owner of the employer, meaning an employee who owns more than 1% of the outstanding stock of Athens Bancshares, or who owns stock that possesses more than 1% of the total combined voting power of all stock of Athens Bancshares, and whose annual compensation exceeds $150,000.

The foregoing dollar amounts are for 2009.

401(k) Plan Investments

     Effective October 1, 2009, the 401(k) Plan offers the following investment choices:

		Annual Rates of Return as of
		December 31,
Fund Name		2008				2007				2006
S&P 500 Stock Fund			-36.94	%			5.51	%			15.81	%
TIPS Index Fund			-2.43	%			11.60	%			0.41	%
S&P MidCap Fund			-36.09	%			8.00	%			10.34	%
Nasdaq 100 Index Fund			-41.72	%			18.89	%			6.89	%
Russell 2000 Index Fund			-33.61	%			-1.72	%			17.99	%
International Fund		NA				NA				NA
Aggregate Bond Index			4.90	%			6.30	%			3.60	%
SSgA Target Retirement 2045 Fund			-33.55	%			8.45	%		NA
SSgA Target Retirement 2035 Fund			-33.62	%			7.82	%		NA
SSgA Target Retirement 2025 Fund			-28.06	%			7.72	%		NA
SSgA Target Retirement 2015 Fund			-22.19	%			7.22	%		NA
SSgA Target Retirement Income Fund			-12.89	%			6.37	%			7.48	%
Pentegra Stable Value Fund			3.46	%			4.60	%			4.42	%
Short Term Investment Fund			2.67	%			5.37	%			5.15	%
Government Short Term Investment Fund			2.31	%			5.28	%			5.17	%
REIT Index Fund			-38.90	%			-17.50	%			35.75	%
Vanguard Growth Index Fund			-38.17	%			12.81	%			9.25	%
Vanguard Value Index Fund			-35.83	%			0.29	%			22.40	%

 

     S&P 500 Index Fund. The fund seeks to replicate the returns and characteristics of the S&P 500 Index. The fund seeks to maintain the returns of the index by investing in a portfolio that replicates the index by owning securities in the same capitalization weights as they appear in the index. Replication seeks low turnover, accurate tracking, and low costs. The fund’s approach is to buy and hold securities, trading only when there is a change to the composition of the index or when cash flow activity occurs in the fund. The fund uses a hierarchy of trading alternatives when appropriate — internal crossing, external crossing, futures, and open market trades — to attempt to capitalize on every opportunity to reduce the fund’s transaction costs. To provide 100% equity exposure, the base fund maintains a small (generally less than 5%) position in unleveraged S&P 500 stock index futures contracts. Futures help enable better tracking of index returns and allow for greater liquidity.

     TIPS Index Fund. The fund seeks to match the total rate of return of the Barclays Capital U.S. Inflation Notes Index during a calendar year. The fund seeks to match the return of the index by investing in a portfolio of U.S. Treasury inflation protected securities. The duration of the fund is managed to that of the benchmark at all times, as are the sector and security weights. Overall sector and security weightings are also matched to the index. The fund is one of full replication, investing in a portfolio that owns the market-value weight of each security in the index.

     S&P MidCap Fund. The fund seeks to replicate the returns and characteristics of the S&P MidCap 400 Index. The fund seeks to match the return of the index by investing in a portfolio that owns

units of one or more portfolios that hold securities of the index, in the same capitalization weights as they appear in the index. Replication seeks low turnover, accurate tracking and low costs. The fund’s approach is to buy and hold securities, trading only when there is a change to the composition of the index or when cash flow activity occurs. We use a hierarchy of trading alternatives when appropriate — internal crossing, external crossing, futures, and open market trades — to attempt to capitalize on every opportunity to reduce transaction costs. To provide 100% equity exposure, the base fund maintains a small (generally less than 5%) position in S&P MidCap 400 stock index futures contract. Futures help enable better tracking of index returns and allow for greater liquidity.

     Nasdaq 100 Index Fund. The fund seeks to match the performance of the NASDAQ 100 Index. The fund invests in all of the stocks in the NASDAQ 100 Index in proportion to their weighting in the Index. The Fund may also hold 2-5% of its value in futures contracts (an agreement to buy or sell a specific security by a specific date at an agreed upon price). The strategy of investing in the same stocks as the Index minimizes the need for trading and therefore results in lower expenses.

     Aggregate Bond Index Fund. Invests primarily in government, corporate, mortgage-backed and asset-backed securities. Seeks to match the returns of the Lehman Brothers Aggregate Bond Index. As a bond fund, this Fund is intended for short to medium term investors seeking to generate income and add stability of principal to your portfolio.

     Russell 2000 Index Fund. The fund seeks to replicate the returns and characteristics of the Russell 2000 Index. The fund seeks to match the return of the index by investing in a portfolio that holds the securities of the index. Replication seeks low turnover, accurate tracking and low costs. The fund’s approach is to buy and hold securities, trading only when there is a change to the composition of the index or when cash flow activity occurs. We use a hierarchy of trading alternatives when appropriate — internal crossing, external crossing, futures, and open market trades — to attempt to capitalize on every opportunity to reduce transaction costs. To provide 100% exposure to the equity market and help increase tracking accuracy, the base fund may hold Russell 2000 Index futures contracts (no more than 5% of the holdings are futures). Futures help enable better tracking of index returns and allow for greater liquidity.

     International Fund. The fund seeks to match the performance of the Morgan Stanley Capital International, Europe, Australia, Far East (MSCI EAFE) Index while providing daily liquidity. The fund typically invests in all the stocks in the MSCI EAFE Index in proportion to their weighting in the Index. The strategy of investing in the same stocks as the Index minimizes the need for trading and therefore results in lower expenses.

     SSgA Target Retirement Funds (including SSgA Target Retirement Income Fund, SSgA Target Retirement 2015 Fund, SSgA Target Retirement 2025 Fund, SSgA Target Retirement 2035 Fund, SSgA Target Retirement 2045 Fund). These funds offer complete, low cost investment strategies with asset allocations which become more conservative as you near retirement and are designed for people who want a professional to decide what types of investments are best for their selected retirement date.. You simply select the fund with a date closest to when you expect to retire and invest accordingly. The funds seek to match, as closely as possible, the performance of the corresponding SSgA Custom Index, over the long term. Each fund seeks to achieve its objective by investing in a set of underlying SSgA collective trust funds representing various asset classes. Each fund (other than the SSgA Target Retirement Income Fund) is managed to a specific retirement year (target date) included in its name.

     Over time, the allocation to asset classes and funds change according to a predetermined “glide path.” (The glide path represents the shifting of asset classes over time and does not apply to the Income Fund). Each fund’s asset allocation will become more conservative as it approaches its target retirement

date. This reflects the need for reduced investment risks as retirement approaches and the need for lower volatility of a portfolio, which may be a primary source of income after retirement. The allocations reflected in the glide path do not reflect tactical decisions made by SSgA to overweight or underweight a particular asset class based on its market outlook but rather management of each fund’s strategic allocation according to its glide path and applicable benchmark. Each fund attempts to closely match the characteristics and returns or its custom benchmark as opposed to any attempts to outperform this benchmark.

     Once a fund reaches its target retirement date, it will begin a five-year transition period to the SSgA Target Retirement Income Fund resulting at the end of that five-year period in an allocation to stocks that will remain fixed at approximately 35% of assets. The remainder of the fund will be invested in fixed-income securities.

     Pentegra Stable Value Fund. The fund seeks to preserve the principal amount of your contributions while maintaining a rate of return comparable to other fixed income instruments. The fund invests in investment contracts issued by insurance companies, banks, and other financial institutions, as well as enhanced short-term investment products. Each issuer must meet the credit quality criteria in order to be approved by the investment manager. The fund is managed to a weighted average maturity of approximately 1.5-4.0 years and maintains an average AA credit quality.

     Short Term Investment Fund. The fund seeks to maximize current income while preserving capital and liquidity through investing in a diversified portfolio of short-term securities. The Fund’s yield reflects short-term interest rates. The fund seeks to maintain a diversified portfolio of short-term securities by investing in high-quality money market securities and other short-term debt investments. Most of the investments in the fund may have a range of maturity from overnight to 90 days; however, 20% of the value of the fund may be invested in assets with a maturity date in excess of 90 days, but not to exceed 13 months. All securities are required to meet strict guidelines for credit quality and must be rated at least A1 by Standard & Poor’s and P1 by Moody’s Investors Service.

     Government Short Term Investment Fund. This fund seeks to provide the safety of principal and current income offered by short-term U.S. government securities. The fund seeks to preserve principal and offer liquidity by investing only in short-term issues of the U.S. Treasury and its agencies. The fund’s investments have a short time to maturity, with no more than 20% of the fund invested beyond 90 days. No security may have a maturity of more than 13 months.

     REIT Index Fund. The fund invests primarily in equity shares of real estate investment trusts (REITs). The fund typically invests in all securities in the Dow Jones/Wilshire REIT Index in proportion to their weighting in the Index. The fund seeks to match the performance of the Dow Jones/Wilshire REIT Index while providing daily liquidity. As such we seek to maintain sector and security weightings that closely match the Index. The Dow Jones/Wilshire REIT Index is comprised of 90 publicly traded REITs. To be included in the index a company must be an equity owner and operator of commercial (or residential) real estate and must generate at least 75% of its revenue from such assets. The REITs invest in loans secured by real estate and invest directly in real estate properties such as apartments, office buildings, and shopping malls. REITS generate income from rentals or lease payments and offer the potential for growth from property appreciation and the potential for capital gains from the sale of properties.

     Vanguard Growth Index. The fund seeks to track the investment performance of the MSCI US Prime Market Growth Index, an unmanaged benchmark representing large U.S. firms. Using full replication, the portfolio holds all stocks in the same capitalization weighing as the index. The experience and stability of Vanguard’s Quantitative Equity Group have permitted continuous refinement of

techniques for reducing tracking error. The group uses proprietary software to implement trading decisions that accommodate cash flow and maintain close correlation with index characteristics. Vanguard’s refined indexing process, combined with low management fees and efficient trading, has provided tight tracking net of expenses.

     Vanguard Value Index. The fund seeks to track the investment performance of the MSCI US Prime Market Value Index, an unmanaged benchmark representing U.S. large-capitalization value stocks. Using full replication, the portfolio holds all stocks in the same capitalization weighing as the index. The experience and stability of Vanguard’s Quantitative Equity Group have permitted continuous refinement of techniques for reducing tracking error. The group uses proprietary software to implement trading decisions that accommodate cash flow and maintain close correlation with index characteristics. Vanguard’s refined indexing process, combined with low management fees and efficient trading, has provided tight tracking net of expenses.

     Stock Fund.

     In connection with the Stock Offering, Athens Federal has added the Athens Bancshares Stock Fund as an additional choice to the investment alternatives described above. The Athens Bancshares Stock Fund invests primarily in the common stock of Athens Bancshares. Participants in the 401(k) Plan may direct the 401(k) Plan trustee to invest all or a portion of their 401(k) Plan account balances in the Athens Bancshares Stock Fund during the Stock Offering.

     The Athens Bancshares Stock Fund consists of investments in the common stock of Athens Bancshares made on the closing date of the Stock Offering. Your investment in the Athens Bancshares Stock Fund will be recorded using the unitized accounting method. If cash dividends are paid on Athens Bancshares common stock, the trustee will, to the extent practicable, use the dividends held in the Athens Bancshares Stock Fund to purchase shares of the common stock. Pending investment in the common stock, assets held in the Athens Bancshares Stock Fund will be placed in the short term investment component of the Athens Bancshares Stock Fund. The Stock Fund will maintain a 3-5% cash ratio target following the Stock Offering.

     As of the date of this prospectus supplement, no shares of Athens Bancshares common stock have been issued or are outstanding, and there is no established market for Athens Bancshares common stock. Accordingly, there is no record of the historical performance of the Athens Bancshares Stock Fund. Performance of the Athens Bancshares Stock Fund depends on a number of factors, including the financial condition and profitability of Athens Federal and general stock market conditions. See “Risk Factors” in the attached prospectus.

     Once you have submitted your Investment Form, you may not change your investment directions in the Stock Offering.

Benefits Under the 401(k) Plan

     Vesting. All participants are 100% vested in their pre-tax elective deferrals and safe harbor employer matching contributions. This means that participants have a non-forfeitable right to these funds and any earnings on the funds at all times. Participants vest in their basic contribution at a rate of 33¹/3 % each year after two years of service.

Withdrawals and Distributions from the 401(k) Plan

     Withdrawals Before Termination of Employment. While in active service, participants may take loans from the 401(k) Plan (subject to the restrictions set forth in the 401(k) Plan and the Athens Federal loan policy). A participant may also take hardship withdrawals, provided the participant has a hardship event as defined by the Internal Revenue Service regulations and subject to approval by the Plan Administrator.

     Distribution Upon Retirement, Death or Disability. If a participant’s accounts are $1,000 or less upon termination of employment, payment will be in the form of a lump sum as of a valuation date as soon thereafter as administratively possible. If a participant’s accounts exceed $1,000 upon termination of employment, and the participant does not elect to have his/her distribution paid, payment will be in the form of a Direct Rollover to an individual retirement plan designated by the Plan Administrator.

     Distribution Upon Termination for Any Other Reason. If a participant’s accounts are $1,000 or less upon termination of employment, payment will be in the form of a lump sum as of a valuation date as soon thereafter as administratively possible. If a participant’s accounts exceed $1,000 upon termination of employment, and the participant does not elect to have his/her distribution paid, payment will be in the form of a Direct Rollover to an individual retirement plan designated by the Plan Administrator.

     Nonalienation of Benefits. Except with respect to federal income tax withholding, and as provided for under a qualified domestic relations order, benefits payable under the 401(k) Plan will not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any rights to benefits payable under the 401(k) Plan will be void.

     Applicable federal tax law requires the 401(k) Plan to impose substantial restrictions on your right to withdraw amounts held under the 401(k) Plan before your termination of employment with Athens Federal. Federal law may also impose an excise tax on withdrawals from the 401(k) Plan before you attain 59¹/2 years of age, regardless of whether the withdrawal occurs during your employment with Athens Federal or after termination of employment.

ADMINISTRATION OF THE 401(k) PLAN

Trustees

     The board of directors of Athens Federal has appointed Pentegra Trust Company to serve as trustee for the 401(k) Plan. The Reliance Trust Company serves as the custodian of all of the Plan assets. The trustees receive, hold and invest the contributions to the 401(k) Plan in trust and distribute them to participants and beneficiaries in accordance with the terms of the 401(k) Plan and the directions of the Plan Administrator. The trustees are responsible for the investment of the trust assets, as directed by the Plan Administrator and the participants.

Reports to 401(k) Plan Participants

     The Plan Administrator furnishes participants quarterly statements that show the balance in their accounts as of the statement date, contributions made to their accounts during that period and any additional adjustments required to reflect earnings or losses.

Plan Administrator

     Athens Federal currently acts as Plan Administrator for the 401(k) Plan. The Plan Administrator handles the following administrative functions: interpreting the provisions of the plan, prescribing procedures for filing applications for benefits, preparing and distributing information explaining the plan, maintaining plan records, books of account and all other data necessary for the proper administration of the plan, preparing and filing all returns and reports required by the U.S. Department of Labor and the IRS and making all required disclosures to participants, beneficiaries and others under ERISA.

Amendment and Termination

     Athens Federal expects to continue the 401(k) Plan indefinitely. Nevertheless, Athens Federal may terminate the 401(k) Plan at any time. If Athens Federal terminates the 401(k) Plan in whole or in part, all affected participants become fully vested in their accounts, regardless of other provisions of the 401(k) Plan. Athens Federal reserves the right to make, from time to time, changes which do not cause any part of the trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries. Athens Federal may amend the plan, however, as necessary or desirable, in order to comply with ERISA or the Internal Revenue Code.

Merger, Consolidation or Transfer

     If the 401(k) Plan merges or consolidates with another plan or transfers the trust assets to another plan, and either the 401(k) Plan or the other plan is subsequently terminated, the 401(k) Plan requires that you receive a benefit immediately after the merger, consolidation or transfer that would equal or exceed the benefit you would have been entitled to receive immediately before the merger, consolidation or transfer, if the 401(k) Plan had terminated at that time.

Federal Income Tax Consequences

     The following briefly summarizes the material federal income tax aspects of the 401(k) Plan. You should not rely on this summary as a complete or definitive description of the material federal income tax consequences of the 401(k) Plan. Statutory provisions change, as do their interpretation, and their application may vary in individual circumstances. Finally, applicable state and local income tax laws may have different tax consequences than the federal income tax laws. 401(k) Plan participants should consult a tax advisor with respect to any transaction involving the 401(k) Plan, including any distribution from the 401(k) Plan.

     As a “tax-qualified retirement plan,” the Internal Revenue Code affords the 401(k) Plan certain tax advantages, including the following:

	(1)		the sponsoring employer may take an immediate tax deduction for the amount contributed to the plan each year;
	(2)		participants pay no current income tax on amounts contributed by the employer on their behalf; and
	(3)		earnings of the plan are tax-deferred, thereby permitting the tax-free accumulation of income and gains on investments.

     Athens Federal administers the 401(k) Plan to comply in operation with the requirements of the Internal Revenue Code as of the applicable effective date of any change in the law. If Athens Federal

should receive an adverse determination letter from the Internal Revenue Service regarding the 401(k) Plan’s tax exempt status, all participants would generally recognize income equal to their vested interests in the 401(k) Plan, the participants would not be permitted to transfer amounts distributed from the 401(k) Plan to an Individual Retirement Account or to another qualified retirement plan, and Athens Federal would be denied certain tax deductions taken in connection with the 401(k) Plan.

     Lump Sum Distribution. A distribution from the 401(k) Plan to a participant or the beneficiary of a participant qualifies as a lump sum distribution if it is made within one taxable year, on account of the participant’s death, disability or separation from service, or after the participant attains age 59¹/2; and consists of the balance credited to the participant under this plan and all other profit sharing plans, if any, maintained by Athens Federal. The portion of any lump sum distribution included in taxable income for federal income tax purposes consists of the entire amount of the lump sum distribution, less the amount of after-tax contributions, if any, made to any other profit-sharing plans maintained by Athens Federal, if the distribution includes those amounts.

     Athens Bancshares Common Stock Included in Lump Sum Distribution. If a lump sum distribution includes Athens Bancshares common stock, the distribution generally is taxed in the manner described above. The total taxable amount is reduced, however, by the amount of any net unrealized appreciation on Athens Bancshares common stock; that is, the excess of the value of Athens Bancshares common stock at the time of the distribution over the cost or other basis of the securities to the trust. The tax basis of Athens Bancshares common stock, for purposes of computing gain or loss on a subsequent sale, equals the value of Athens Bancshares common stock at the time of distribution, less the amount of net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of Athens Bancshares common stock, to the extent of the net unrealized appreciation at the time of distribution, is long-term capital gain, regardless of how long you hold the Athens Bancshares common stock, or the “holding period.” Any gain on a subsequent sale or other taxable disposition of Athens Bancshares common stock that exceeds the amount of net unrealized appreciation upon distribution is considered long-term capital gain, regardless of the holding period. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of the distribution, to the extent allowed under IRS regulations.

     We have provided you with a brief description of the material federal income tax aspects of the 401(k) Plan that are generally applicable under the Internal Revenue Code. We do not intend this description to be a complete or definitive description of the federal income tax consequences of participating in or receiving distributions from the 401(k) Plan. Accordingly, you should consult a tax advisor concerning the federal, state and local tax consequences of participating in and receiving distributions from the 401(k) Plan.

Restrictions on Resale

     Any “affiliate” of Athens Bancshares under Rules 144 and 405 of the Securities Act of 1933, as amended, who receives a distribution of common stock under the 401(k) Plan, may re-offer or resell such shares only under a registration statement filed under the Securities Act of 1933, as amended, assuming the availability of a registration statement, or under Rule 144 or some other exemption from these registration requirements. An “affiliate” of Athens Bancshares is someone who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, Athens Bancshares. Generally, a director, principal officer or major shareholder of a corporation is deemed to be an “affiliate” of that corporation.

     Any person who may be an “affiliate” of Athens Bancshares may wish to consult with counsel before transferring any common stock they own. In addition, participants should consult with counsel

regarding the applicability to them of Section 16 of the Securities Exchange Act of 1934, as amended, which may restrict the sale of Athens Bancshares common stock acquired under the 401(k) Plan or other sales of Athens Bancshares common stock.

     Persons who are not deemed to be “affiliates” of Athens Bancshares at the time of resale may resell freely any shares of Athens Bancshares common stock distributed to them under the 401(k) Plan, either publicly or privately, without regard to the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, or compliance with the restrictions and conditions contained in the exemptions available under federal law. A person deemed an “affiliate” of Athens Bancshares at the time of a proposed resale may publicly resell common stock only under a “re-offer” prospectus or in accordance with the restrictions and conditions contained in Rule 144 of the Securities Act of 1933, as amended, or some other exemption from registration, and may not use this prospectus supplement or the accompanying prospectus in connection with any such resale. In general, Rule 144 restricts the amount of common stock which an affiliate may publicly resell in any three-month period to the greater of one percent of Athens Bancshares common stock then outstanding or the average weekly trading volume reported on the Nasdaq Capital Market during the four calendar weeks before the sale. Affiliates may sell only through brokers without solicitation and only at a time when Athens Bancshares is current in filing all required reports under the Securities Exchange Act of 1934, as amended.

SEC Reporting and Short-Swing Profit Liability

     Section 16 of the Securities Exchange Act of 1934, as amended, imposes reporting and liability requirements on officers, directors and persons who beneficially own more than 10% of public companies such as Athens Bancshares. Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the filing of reports of beneficial ownership. Within ten days of becoming a person required to file reports under Section 16(a), such person must file a Form 3 reporting initial beneficial ownership with the Securities and Exchange Commission (“SEC”). Such persons must also report periodically certain changes in beneficial ownership involving the allocation or reallocation of assets held in their 401(k) Plan accounts, either on a Form 4 within two business days after a transaction, or annually on a Form 5 within 45 days after the close of a company’s fiscal year.

     In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934, as amended, provides for the recovery by Athens Bancshares of profits realized from the purchase and sale or sale and purchase of its common stock within any six-month period by any officer, director or person who beneficially owns more than 10% of the common stock.

     The SEC has adopted rules that exempt many transactions involving the 401(k) Plan from the “short-swing” profit recovery provisions of Section 16(b). The exemptions generally involve restrictions upon the timing of elections to buy or sell employer securities for the accounts of any officer, director or person who beneficially owns more than 10% of the common stock of a company.

     Except for distributions of the common stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order, persons who are subject to Section 16(b) may be required, under limited circumstances involving the purchase of common stock within six months of the distribution, to hold the shares of common stock distributed from the 401(k) Plan for six months after the distribution date.

LEGAL OPINION

     The validity of the issuance of the common stock of Athens Bancshares will be passed upon by Kilpatrick Stockton LLP, Washington, DC. Kilpatrick Stockton LLP acted as special counsel for Athens Bancshares in connection with the Stock Offering.

PROSPECTUS

(Proposed Holding Company for Athens Federal Community Bank)
Up to 2,085,000 Shares of Common Stock

 

 

     Athens Bancshares Corporation is offering shares of its common stock for sale in connection with the conversion of Athens Federal Community Bank from the mutual to the stock form of ownership. After the offering, Athens Bancshares Corporation will be the holding company for Athens Federal Community Bank through its ownership of 100% of Athens Federal Community Bank’s outstanding common stock. We also intend to establish a charitable foundation in connection with the conversion and contribute 100,000 shares of our common stock and $100,000 in cash to the charitable foundation. We have applied for approval to list our common stock on the Nasdaq Capital Market under the symbol “AFCB.”

     If you are or were a depositor of Athens Federal Community Bank:

•

You may have priority rights to purchase shares of common stock.

     If you are a participant in the Athens Federal Community Bank 401(k) Plan:

	•		You may direct that all or part of your current account balance in this plan be invested in shares of common stock.
	•		You will receive a separate supplement to this prospectus that describes your rights under this plan.

     If you fit neither of the categories above, but are interested in purchasing shares of our common stock:

•

You may have an opportunity to purchase shares of common stock after priority orders are filled.

     We are offering up to 2,085,000 shares of common stock for sale on a best efforts basis, subject to certain conditions. We must sell a minimum of 1,515,000 shares to complete the offering. If, as a result of regulatory considerations, demand for the shares or changes in market conditions, the independent appraiser determines that our pro forma market value has increased, we may sell up to 2,412,750 shares without giving you further notice or the opportunity to change or cancel your order. If our pro forma market value at the end of the stock offering period is either below $16.2 million or above $25.1 million, then, after consulting with the Office of Thrift Supervision, we may: (i) terminate the stock offering and promptly return all funds, with interest; (ii) set a new offering range and give all subscribers the opportunity to confirm, modify or rescind their stock purchase orders; or (iii) take such other actions as may be permitted by the Office of Thrift Supervision and the Securities and Exchange Commission.

     The offering is expected to close at ___:___ p.m., Eastern time, on                     . We may extend this closing date without notice to you until                     , unless the Office of Thrift Supervision approves a later date, which will not be beyond                     .

     Keefe, Bruyette & Woods, Inc. will use its best efforts to assist us in our selling efforts, but is not required to purchase any of the common stock that is being offered for sale. Purchasers will not pay a commission to purchase shares of common stock in the offering. All shares offered for sale are offered at a price of $10.00 per share.

     The minimum purchase is 25 shares. Once submitted, orders are irrevocable unless the offering is terminated or extended beyond                     . If the offering is extended beyond                     , subscribers will have the right to modify or rescind their purchase orders. Funds received before the completion of the offering will be maintained in a segregated account at Athens Federal Community Bank or, at our discretion, at another federally insured depository institution. All funds received will bear interest at Athens Federal Community Bank’s passbook savings rate, which is currently 0.3% per annum. If we terminate the offering for any reason, or if we extend the offering beyond                     , we will notify you and will promptly return your funds with interest if you do not respond to the notice.

     We expect our directors and executive officers, together with their associates, to subscribe for 297,500 shares, which equals 18.4% of the shares offered for sale at the minimum of the offering range.

     The Office of Thrift Supervision conditionally approved our plan of conversion on                     . However, such approval does not constitute a recommendation or endorsement of this offering.

This investment involves a degree of risk, including the possible loss of principal.
Please read “Risk Factors” beginning on page           .

 

 

OFFERING SUMMARY

Price Per Share: $10.00

										Maximum
		Minimum				Maximum				As Adjusted
Number of shares			1,515,000				2,085,000				2,412,750
Gross offering proceeds		$	15,150,000			$	20,850,000			$	24,127,500
Estimated offering expenses, excluding selling agent fees and expenses		$	920,000			$	920,000			$	920,000
Estimated selling agent fees and expenses(1)		$	260,000			$	260,000			$	260,000
Estimated net proceeds		$	13,970,000			$	19,670,000			$	22,947,500
Estimated net proceeds per share		$	9.22			$	9.43			$	9.51

     These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

     Neither the Securities and Exchange Commission, the Office of Thrift Supervision nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

     For assistance, please contact the stock information center at (877) 860-2086.

Keefe, Bruyette & Woods

The date of this prospectus is                     , 2009

Athens Main Office		Athens Lending Center		Athens Decatur Pike
106 Washington Avenue		106 Hornsby Street		1103 Decatur Pike
Athens, TN 37303		Athens, TN 37303		Athens, TN 37303
Cleveland Ocoee Street Branch		Cleveland 25th Street Branch		Etowah
3855 North Ocoee Street		950 25th Street		523 Tennessee Avenue
Cleveland, TN 37312		Cleveland, TN 37311		Etowah, TN 37331

Madisonville		Sweetwater
4785 New Highway 68		800 Highway 68
Madisonville, TN 37875		Sweetwater, TN 37874

TABLE OF CONTENTS

		PAGE
Summary			1
Risk Factors			13
A Warning About Forward-Looking Statements			22
Selected Consolidated Financial and Other Data			23
Recent Developments			25
Use of Proceeds			31
Our Dividend Policy			33
Market for the Common Stock			34
Capitalization			35
Regulatory Capital Compliance			37
Pro Forma Data			38
Comparison of Independent Valuation and Pro Forma Financial Information With and Without the Foundation			44
Our Business			45
Management’s Discussion and Analysis of Financial Condition and Results of Operations			55
Our Management			85
Subscriptions by Executive Officers and Directors			96
Regulation and Supervision			97
Federal and State Taxation			105
The Conversion and Stock Offering			107
Athens Federal Foundation			124
Restrictions on the Acquisition of Athens Bancshares Corporation and Athens Federal Community Bank			127
Description of Athens Bancshares Corporation Capital Stock			135
Transfer Agent and Registrar			136
Registration Requirements			136
Legal and Tax Opinions			137
Experts			137
Where You Can Find More Information			137
Index to Consolidated Financial Statements of Athens Federal Community Bank			138

Summary

     This summary highlights selected information from this document and may not contain all the information that is important to you. To understand the stock offering fully, you should read this entire document carefully.

The Companies

Athens Bancshares Corporation
Athens Federal Community Bank
106 Washington Avenue
Athens, Tennessee 37303
(423) 745-1111

     Athens Bancshares Corporation This offering is made by Athens Bancshares Corporation, a Tennessee corporation incorporated in September 2009 by Athens Federal Community Bank to be its holding company. Currently, Athens Bancshares Corporation has no assets. Following the conversion, Athens Bancshares Corporation will own all of Athens Federal Community Bank’s capital stock and will direct, plan and coordinate Athens Federal Community Bank’s business activities. In the future, Athens Bancshares Corporation might also acquire or organize other operating subsidiaries, including other financial institutions or financial services companies, although it currently has no specific plans or agreements to do so.

     Athens Federal Community Bank. Athens Federal Community Bank operates as a community-oriented financial institution, with seven full-service offices in its primary market area, which encompasses McMinn, Monroe and Bradley Counties in Tennessee and the surrounding areas. We offer a variety of deposit products and provide residential mortgage loans and, to a lesser extent, non-residential real estate loans, construction loans, land and land development loans, multi-family real estate loans, consumer loans and commercial business loans to borrowers generally located within our primary market area. At June 30, 2009, we had total assets of $243.0 million, total deposits of $202.9 million and total equity of $25.3 million.

     Our predominant lending activity has been residential mortgage lending in our primary market area. In recent years, a significant portion of the residential mortgage loans that we have originated have been secured by non-owner occupied properties. Loans secured by non-owner occupied properties generally carry a greater risk of loss than loans secured by owner-occupied properties. See “Risk Factors — Risks Related to Our Business — Our concentration in non-owner occupied real estate loans may expose us to increased credit risk.”

Our Operating Strategy (page ___)

     Our mission is to operate and grow a profitable community-oriented financial institution. We plan to achieve this by executing our strategy of:

	•		remaining a community-oriented financial institution;
	•		continuing our historical focus on residential mortgage lending;
	•		expanding our commercial real estate and multi-family lending activities;
	•		emphasizing lower cost core deposits to maintain low funding costs; and
	•		expanding our market share within our primary market area.

The Conversion

Description of the Conversion

     Currently, we are a federally chartered mutual savings bank with no shareholders. Our depositors currently have the right to vote on certain matters such as the election of directors and this conversion transaction. The conversion transaction that we are undertaking involves a change from our mutual form to a stock savings bank that will result in all of Athens Federal Community Bank’s capital stock being owned by Athens Bancshares Corporation. Voting rights in Athens Bancshares Corporation will belong to its shareholders, including our employee stock ownership plan and our charitable foundation. For more information on the charitable foundation and the employee stock ownership plan, see “Summary—We Will Form the Athens Federal Foundation” and “Summary—Benefits of the Offering to Management—Employee Stock Ownership Plan.” We are conducting the conversion under the terms of our plan of conversion. The Office of Thrift Supervision has conditionally approved the plan of conversion, including a condition that it be approved by our members. We have called a special meeting of members for                      to vote on the plan of conversion.

     The following diagram depicts our corporate structure after the conversion and offering, including the number and percentage of shares of common stock that will be owned by public shareholders and the Athens Federal Foundation at the minimum, maximum, and maximum, as adjusted, of the offering range upon completion of the conversion and the offering:

Regulation and Supervision (page           )

     We are, and Athens Bancshares Corporation will be upon completion of the conversion, subject to regulation, supervision and examination by the Office of Thrift Supervision. We are also subject to regulation by the Federal Deposit Insurance Corporation.

The Offering

Purchase Price

     The purchase price is $10.00 per share. You will not pay a commission to buy any shares in the offering.

Number of Shares to be Sold

     We are offering for sale between 1,515,000 and 2,085,000 shares of Athens Bancshares Corporation common stock in this offering. With regulatory approval, we may increase the number of shares to be sold to 2,412,750 shares without giving you further notice or the opportunity to change or cancel your order. In considering whether to increase the offering size, the Office of Thrift Supervision will consider the level of subscriptions, the views of our independent appraiser, our financial condition and results of operations and changes in market conditions.

How We Determined the Offering Range (page           )

     We are offering between 1,515,000 and 2,085,000 shares, which is our offering range, based on an independent appraisal of our pro forma market value prepared by Keller & Company, Inc., an independent appraisal firm experienced in appraisals of financial institutions. Keller & Company estimates that as of August 19, 2009, our offering range was between $15.2 million and $20.9 million, with a midpoint of $18.0 million, and that our pro forma market value was between $16.2 million and $21.9 million, with a midpoint of $19.0 million, inclusive of shares to be issued to the charitable foundation.

     In preparing its appraisal, Keller & Company considered the information in this prospectus, including our consolidated financial statements. Keller & Company also considered the following factors, among others:

	•		our historical, present and projected operating results and financial condition and the economic and demographic characteristics of our primary market area;
	•		a comparative evaluation of the operating and financial statistics of Athens Federal Community Bank with those of other similarly situated, publicly traded companies;
	•		the effect of the capital raised in this offering on our net worth and earnings potential;
	•		the trading market for securities of comparable institutions and general conditions in the market for such securities; and
	•		our intention to contribute to the Athens Federal Foundation 100,000 shares of Athens Bancshares Corporation’s common stock and $100,000 in cash in connection with the conversion.

     Two measures that some investors use to analyze whether a stock might be a good investment are the ratio of the offering price to the issuer’s “book value” and the ratio of the offering price per share to the issuer’s core income per share for the past twelve months. Keller & Company considered these ratios, among other factors, in preparing its appraisal. Book value is the same as total equity and represents the difference between the issuer’s assets and liabilities. For purposes of the appraisal, core earnings is defined as net earnings after taxes, plus non-recurring expenses and minus non-recurring income, adjusted for income taxes in each case. Keller & Company’s appraisal also incorporates an analysis of a peer group of publicly traded companies that Keller & Company considered to be comparable to us.

     The following table presents a summary of selected pricing ratios for the peer group companies and for us utilized by Keller & Company in its appraisal. These ratios are based on our earnings for the twelve months ended June 30, 2009 and book value as of June 30, 2009 and the latest date for which complete financial data is publicly available for the peer group.

		Price to Core				Price to Book
		Earnings Multiple				Value Ratio
Athens Bancshares Corporation (pro forma):
Minimum			8.97x				42.92	%
Midpoint			10.73				47.33
Maximum			12.55				51.23
Maximum, as adjusted			14.72				55.19
Peer group companies as of August 19, 2009:
Average			13.06x				63.12	%
Median			12.82				60.39

     Compared to the price to book value ratio of the peer group at the maximum of the offering range, our stock would be priced at a discount of 18.8% to the peer group on a price-to-book basis.

     The independent appraisal does not indicate market value. You should not assume or expect that the valuation described above means that our common stock will trade at or above the $10.00 purchase price after the offering.

Possible Change in Offering Range (page           )

     Keller & Company will update its appraisal before we complete the stock offering. If, as a result of regulatory considerations, demand for the shares or changes in market conditions, Keller & Company determines that our pro forma market value has increased, we may sell up to 2,412,750 shares without further notice to you. If our pro forma market value at the end of the stock offering period is either below $16.2 million or above $25.1 million, then, after consulting with the Office of Thrift Supervision, we may: (i) terminate the stock offering and promptly return all funds, with interest; (ii) set a new offering range and give all subscribers the opportunity to confirm, modify or rescind their purchase orders for shares of Athens Bancshares Corporation’s common stock; or (iii) take such other actions as may be permitted by the Office of Thrift Supervision and the Securities and Exchange Commission.

Possible Termination of the Offering

     We must sell a minimum of 1,515,000 shares to complete the offering. If we do not sell the minimum number of shares, or if we terminate the offering for any other reason, we will promptly return all funds, with interest, at our current passbook rate.

After-Market Performance of Mutual-to-Stock Conversions

     The appraisal prepared by Keller & Company includes examples of after-market stock price performance for standard mutual-to-stock conversion offerings (i.e., excluding “second step” conversions by mutual holding companies) completed during the 14-month period ended August 19, 2009. The following table presents stock price appreciation information for all standard mutual-to-stock conversions completed between June 30, 2008 and August 19, 2009. These companies did not constitute the group of ten comparable public companies utilized in Keller & Company’s valuation analysis.

										Percentage Change From Initial Offering Price
						Offering
Issuer		Date of				Size (In				After 1				After 1				After 1				Through
(Market/Symbol)		IPO				thousands)				Day				Week				Month				August 19, 2009
Danvers Bancorp, Inc. (DNBK)			01/10/2008			$	171,925				(2.60	)%			(3.10	)%			2.60	%			27.10	%
Cape Bancorp, Inc. (CBNJ) (1)			01/31/2008				78,200				0.50				0.10				(3.00	)			(13.00	)
Home Bancorp, Inc. (HBCP)			09/30/2008				89,269				14.90				9.20				2.40				24.00
First Savings Financial Group, Inc. (FSFG)			10/07/2008				24,320				(1.00	)			(0.10	)			(8.00	)			1.90
Hibernia Homestead Bancorp, Inc. (HIBE)			01/28/2009				11,133				0.00				5.00				5.00				40.00
St. Joseph Bancorp, Inc. (SJBA)			02/02/2009				3,769				0.00				0.00				0.00				0.00
Territorial Bancorp Inc. (TBNK)			07/13/2009				122,331				49.90				47.50				48.00				56.00
All Transactions:
Average							71,564				8.81				8.37				6.71				19.43
Median							78,200				0.00				0.10				2.40				24.00
High							171,925				49.90				47.50				48.00				56.00
Low							3,769				(2.60	)			(3.10	)			(8.00	)			(13.00	)

     This table is not intended to indicate how our stock may perform. Furthermore, this table presents only short-term price performance with respect to a limited number of companies that have only recently completed their initial public offerings and may not be indicative of the longer-term stock price performance of these companies.

     Stock price appreciation or depreciation is affected by many factors, including, but not limited to: general market and economic conditions; the interest rate environment; the amount of proceeds a company raises in its offering and its ability to successfully deploy those proceeds through originating loans and making other investments; and numerous factors relating to the specific company, including the experience and ability of management, historical and anticipated operating results, the nature and quality of the company’s assets, and the company’s primary market area. The companies listed in the table above may not be similar to Athens Bancshares Corporation, the pricing ratios for their stock offerings were in some cases different from the pricing ratios for Athens Bancshares Corporation’s common stock and the market conditions in which these offerings were completed were, in some cases, different from current market conditions. Any or all of these differences may cause our stock to perform differently from these other offerings. Before you make an investment decision, we urge you to carefully read this prospectus, including, but not limited to, the section entitled “Risk Factors.”

     You also should be aware that, recently, stock prices of some thrift initial public offerings have decreased once the stock has begun trading. We cannot assure you that our stock will not trade below the $10.00 purchase price or that our stock will perform similarly to other recent mutual to stock conversions.

Conditions to Completing the Conversion and Offering

     We are conducting the conversion and offering under the terms of our plan of conversion. We cannot complete the conversion and offering unless:

	•		we sell at least the minimum number of shares offered;
	•		we receive the final approval of the Office of Thrift Supervision to complete the offering; and

•

our members approve the plan of conversion.

Reasons for the Conversion and Offering (page           )

     Our primary reasons for the conversion and offering are to:

	•		increase the capital of Athens Federal Community Bank to support future lending and operational growth;
	•		enhance profitability and earnings through reinvesting and leveraging the proceeds, primarily through traditional funding and lending activities;
	•		support future branching activities and/or the acquisition of other financial institutions or financial services companies;
	•		implement equity compensation plans to retain and attract qualified directors, officers and staff to enhance the current incentive-based compensation programs; and
	•		increase our philanthropic endeavors to the community we serve through the formation and funding of the Athens Federal Foundation.

We Will Form the Athens Federal Foundation (page           )

     To continue our long-standing commitment to our local communities, we intend to establish a charitable foundation, named the Athens Federal Foundation, as part of the conversion. Subject to separate approval by at least a majority of votes eligible to be cast by members of Athens Federal Community Bank, the charitable foundation will be funded with 100,000 shares of Athens Bancshares Corporation common stock and $100,000 in cash. This contribution to the charitable foundation would reduce net earnings by approximately $726,000, after tax, in the year in which the charitable foundation is established, which is expected to be late 2009 or early 2010. The charitable foundation will make grants and donations to non-profit and community groups and projects located within our primary market area. The amount of common stock that we are offering for sale would be greater if the conversion were to be completed without the formation of the charitable foundation. For a further discussion of the financial impact of the charitable foundation, including its effect on those who purchase shares in the offering and on the shares issued to shareholders of Athens Bancshares Corporation, see “Comparison of Independent Valuation and Pro Forma Financial Information With and Without the Foundation.”

Benefits of the Offering to Management (page           )

     We intend to adopt the following benefit plans and employment agreements:

     Employee Stock Ownership Plan. We have adopted an employee stock ownership plan that will purchase in the conversion offering a number of shares of common stock equal to 8% of the sum of the shares sold in the offering and contributed to the charitable foundation by means of a 15-year loan from Athens Bancshares Corporation. As the loan is repaid and shares are released from collateral, the plan will allocate shares to the accounts of participating employees. Participants will receive allocations based on their individual compensation as a percentage of total plan compensation. Non-employee directors are not eligible to participate in the employee stock ownership plan. The purchase of common stock by the employee stock ownership plan in the offering will comply with all applicable Office of Thrift Supervision regulations except to the extent waived by the Office of Thrift Supervision. We will incur additional compensation expense as a result of this plan. See “Pro Forma Data” for an illustration of the effects of this plan.

     Future Equity Incentive Plan. We intend to implement an equity incentive plan no earlier than six months after completion of the conversion. If we implement the plan within one year after the conversion, the plan must be approved by a majority of the total votes eligible to be cast by our shareholders. If we implement the plan more than one year after the conversion, it must be approved only by a majority of the total votes cast. Under this

plan, we may award stock options and shares of restricted stock to key employees and directors. We will award shares of restricted stock at no cost to the recipient. We will grant stock options at an exercise price at least equal to 100% of the fair market value of our common stock on the option grant date. We will incur additional compensation expense as a result of this plan. See “Pro Forma Data” for an illustration of the effects of this plan. Under this plan, we may grant stock options in an amount up to 10% of the sum of the number of shares sold in the offering and contributed to the charitable foundation, and we may grant awards of restricted stock in an amount up to 4% of the sum of the number of shares sold in the offering and contributed to the charitable foundation. The equity incentive plan will comply with all applicable Office of Thrift Supervision regulations except to the extent waived by the Office of Thrift Supervision.

     The following table represents the total value of all shares to be available for restricted stock awards under the equity incentive plan, based on a range of market prices from $8.00 per share to $14.00 per share. The value of the grants will depend on the actual trading price of our common stock at the time of grant.

		Value of
														100,510
		64,600				76,000				87,400				Shares
		Shares				Shares				Shares				Awarded at
		Awarded at				Awarded at				Awarded at				Maximum, as
		Minimum of				Midpoint of				Maximum of				Adjusted, of
Share Price		Range				Range				Range				Range
			(In thousands, except per share amounts)
$8.00		$	517			$	608			$	699			$	804
10.00			646				760				874				1,005
12.00			775				912				1,049				1,206
14.00			904				1,064				1,224				1,407

     The following table presents the total value of all stock options available for grant under the equity incentive plan, based on a range of market prices from $8.00 per share to $14.00 per share. For purposes of this table, the value of the stock options was determined using the Black-Scholes option-pricing formula. See “Pro Forma Data.” Financial gains can be realized on a stock option only if the market price of the common stock increases above the exercise price at which the option is granted.

						Value of
																		251,275
						161,500				190,000				218,500				Options
						Options				Options				Options				Granted at
						Granted at				Granted at				Granted at				Maximum, as
						Minimum of				Midpoint of				Maximum of				Adjusted, of
Exercise Price		Option Value				Range				Range				Range				Range
							(In thousands, except per share amounts)
$8.00		$	3.32				536				631				725				834
10.00			4.15				670				789				907				1,043
12.00			4.98				804				946				1,089				1,251
14.00			5.81				938				1,104				1,269				1,460

     The following table summarizes at the maximum of the offering range the total number and value of the shares of common stock that the employee stock ownership plan expects to acquire and the total value of all restricted stock awards and stock options that are expected to be available under the equity incentive plan. At the maximum of the offering range, we would sell 2,085,000 shares and have 2,185,000 shares outstanding after accounting for the 100,000 shares of common stock to be contributed to the charitable foundation. The number of shares reflected for the benefit plans in the table below assumes that Athens Federal Community Bank’s tangible capital will be 10% or more following the completion of the offering and the application of the net proceeds as described under “Use of Proceeds.”

		Number of Shares to be
		Granted or Purchased
						As a % of
		At Maximum				Common Stock				As a % of
		of				Sold at				Common
		Offering				Maximum of				Stock				Total Estimated
		Range				Offering Range				Outstanding				Value of Grants
Employee stock ownership plan (1)			174,800				8.4	%			8.0	%		$	1,748
Restricted stock awards (1)			87,400				4.2				4.0				874
Stock options (2)			218,500				10.5				10.0				907
Total			480,700				23.1	%			22.0	%		$	3,529

     Employment Agreements. Athens Bancshares Corporation and Athens Federal Community Bank intend to enter into three-year employment agreements with Jeffrey L. Cunningham, our President and Chief Executive Officer, Michael R. Hutsell, our Vice President, Chief Operating Officer and Chief Financial Officer, and Jay Leggett, Jr, City President of our Cleveland Division. Based solely on current cash compensation and excluding any benefits that would be payable under any employee benefit plan, if a change in control of Athens Bancshares Corporation occurred and we terminated Messrs. Cunningham, Hutsell and Leggett the total payments due under the employment agreements would be approximately $                    .

The Offering Is Not Expected to Be Taxable to Persons Receiving or Exercising Subscription Rights (page           )

     As a general matter, the offering is not expected to be a taxable transaction for purposes of federal income taxes to persons who receive or exercise subscription rights. We have received an opinion from our special counsel, Kilpatrick Stockton LLP, that, for federal income tax purposes:

	•		it is more likely than not that the members of Athens Federal Community Bank will not realize any income upon the issuance or exercise of subscription rights;
	•		it is more likely than not that the tax basis to the purchasers in the offering will be the amount paid for our common stock, and that the holding period for shares of common stock will begin on the date of completion of the subscription offering; and
	•		the holding period for shares of common stock purchased in the community offering or syndicated community offering will begin on the day after the date of completion of the purchase.

Persons Who May Order Stock in the Offering (page           )

     Note: Subscription rights are not transferable, and persons with subscription rights may not subscribe for shares for the benefit of any other person. If you violate this prohibition, you may lose your rights to purchase shares and may face criminal prosecution and/or other sanctions.

     We have granted rights to subscribe for shares of Athens Bancshares Corporation common stock in a “subscription offering” to the following persons in the following order of priority:

	1.		Persons with $50 or more on deposit at Athens Federal Community Bank as of the close of business on March 31, 2008.
	2.		Our employee stock ownership plan, which will provide retirement benefits to our employees.

	3.		Persons (other than our directors and officers) with $50 or more on deposit at Athens Federal Community Bank as of the close of business on September 30, 2009.
	4.		Athens Federal Community Bank’s depositors as of the close of business on October 31, 2009 who were not able to subscribe for shares under categories 1 or 3 and borrowers of Athens Federal Community Bank as of May 1, 1999 whose borrowings still exist as of the close of business on October 31, 2009.

     Unlike our employee stock ownership plan, the Athens Federal Community Bank 401(k) Plan has not been granted priority subscription rights. Accordingly, a 401(k) plan participant who elects to purchase shares in the offering through self-directed purchases within the 401(k) plan will receive the same subscription priority, and be subject to the same purchase limitations, as if the participant had elected to purchase shares using funds outside the 401(k) plan. See “Executive Compensation—Benefit Plans—Profit Sharing/401(k) Plan.”

     If we receive subscriptions for more shares than are to be sold in this offering, we may be unable to fill or may only partially fill your order. Shares will be allocated in order of the priorities described above under a formula outlined in the plan of conversion. Generally, shares first will be allocated so as to permit each eligible subscriber, if possible, to purchase a number of shares sufficient to make the subscriber’s total allocation equal to 100 shares or the number of shares actually subscribed for, whichever is less. After that, unallocated shares will be allocated among the remaining eligible subscribers whose subscriptions remain unfilled in proportion to the amounts that their respective qualifying deposits bear to the total qualifying deposits of all remaining eligible subscribers whose subscriptions remain unfilled. If we increase the number of shares to be sold above 2,085,000, the employee stock ownership plan will have the first priority right to purchase any shares exceeding that amount to the extent that its subscription has not previously been filled. Any shares remaining will be allocated in the order of priorities described above. See “The Conversion and Stock Offering — Subscription Offering and Subscription Rights” for a description of the allocation procedure.

     We may offer shares not sold in the subscription offering, if any, to the general public in a community offering. People and trusts for the benefit of people who are residents of Blount, Bradley, Hamilton, Knox, Loudon, McMinn, Meigs, Monroe and Polk Counties in Tennessee will be given a preference to purchase shares in the community offering. We may, in our sole discretion, reject orders received in the community offering either in whole or in part. For example, we would reject an order submitted by a person whom we believe is making false representations or whom we believe is attempting to violate, evade or circumvent the terms and conditions of the plan of conversion. If your order is rejected in part, you cannot cancel the remainder of your order. The community offering may commence concurrently with the subscription offering or at any time thereafter and may terminate at any time without notice until                     , unless the Office of Thrift Supervision approves a later date, which will not be beyond                     .

     Shares not sold in the subscription offering or the community offering may be offered for sale in a syndicated community offering, which would be an offering to the general public on a best efforts basis managed by Keefe, Bruyette & Woods, Inc. Any syndicated community offering may terminate at any time without notice but not later than                     , unless the Office of Thrift Supervision approves a later date, which will not be beyond                     . As in the case of the community offering, we may, in our sole discretion, reject orders received in the syndicated community offering either in whole or in part.

Deadline for Ordering Stock (page           )

     The subscription offering will end at ___:___ p.m., Eastern time, on                     . We expect that the community offering will terminate at the same time, although it may continue for up to 45 days after the end of the subscription offering, or longer if the Office of Thrift Supervision approves a later date. No single extension may be for more than 90 days. If we extend the offering beyond                     , or if we intend to sell fewer than 1,515,000 shares or more than 2,412,750 shares, all subscribers will be notified and given the opportunity to confirm, change or cancel their orders. If you do not respond to this notice, we will return your funds promptly with interest at our passbook rate.

Purchase Limitations (page           )

     Our plan of conversion establishes limitations on the purchase of stock in the offering. These limitations include the following:

	•		The minimum purchase is 25 shares.
	•		No individual (or individuals on a single deposit account) may purchase more than $300,000 of common stock (which equals 30,000 shares) in the subscription offering.
	•		No individual may purchase more than $300,000 of common stock (which equals 30,000 shares) in the community offering.
	•		No individual, no individual together with any associates, and no group of persons acting in concert may purchase more than $500,000 of common stock (which equals 50,000 shares) in all offering categories.

     Subject to the Office of Thrift Supervision’s approval, we may increase or decrease the purchase limitations at any time.

How to Purchase Common Stock (page _____)

     If you want to place an order for shares in the offering, you must complete an original stock order and certification form and send it to us together with full payment, or deliver it in person to the stock information center located at Athens Federal Community Bank’s main office in Athens, Tennessee. We must receive your stock order and certification form before the end of the subscription offering or the end of the community offering, as appropriate. Once we receive your order, you cannot cancel or change it without our consent.

     To ensure that we properly identify your subscription rights, you must list all of your deposit accounts as of the applicable eligibility date on the stock order form. If you fail to do so, your subscription may be reduced or rejected if the offering is oversubscribed. To preserve your purchase priority, only the name(s) of person(s) listed on your deposit account at the applicable date of eligibility may be listed on your order form. You may not add the names of others who were not eligible to purchase common stock in the offering on the applicable date of eligibility.

     You may pay for shares in the subscription offering or the community offering in either of the following ways:

	•		By check or money order made payable to Athens Bancshares Corporation; or
	•		By authorizing withdrawal from an account at Athens Federal Community Bank.

     To use funds in an Individual Retirement Account at Athens Federal Community Bank, you must transfer your account to an unaffiliated institution or broker and open a self-directed Individual Retirement Account. Individual Retirement Accounts at Athens Federal Community Bank are not self-directed and common stock may only be purchased using a self-directed Individual Retirement Account. Please contact your broker or financial institution as quickly as possible to determine if you may transfer your Individual Retirement Account from Athens Federal Community Bank because the transfer may take several days.

     We will pay interest on your subscription funds at the rate we pay on passbook accounts, which is currently 0.3% per annum, from the date we receive your funds until the offering is completed or terminated. All funds authorized for withdrawal from deposit accounts with us will earn interest at the applicable account rate until the offering is completed or terminated. If, as a result of a withdrawal from a certificate of deposit, the balance falls below the minimum balance requirement, the remaining funds will earn interest at our passbook rate. There will be no early withdrawal penalty for withdrawals from certificates of deposit used to pay for stock.

How We Will Use the Proceeds of this Offering (page           )

     The following table summarizes how we will use the proceeds of this offering, based on the sale of shares at the minimum and maximum of the offering range.

		Minimum 1,515,000				Maximum 2,085,000
(In thousands)		Shares at $10.00 Per Share				Shares at $10.00 Per Share
Offering proceeds		$	15,150			$	20,850
Net offering proceeds			13,970				19,670
Less:
Proceeds contributed to Athens Federal Community Bank			6,985				9,835
Proceeds used for loan to employee stock ownership plan			1,292				1,748
Proceeds contributed to charitable foundation			100				100
Proceeds remaining for Athens Bancshares Corporation		$	5,593			$	7,987

     Athens Bancshares Corporation may use the portion of the proceeds that it retains to, among other things, invest in securities, pay cash dividends or repurchase shares of common stock, subject to regulatory restrictions. Athens Federal Community Bank may use the portion of the proceeds that it receives to fund new loans, open new branches, invest in securities and expand its business activities. Athens Bancshares Corporation and Athens Federal Community Bank may also use the proceeds of the offering to diversify their businesses and acquire other companies, although we have no specific plans to do so at this time. Except as described above, neither Athens Bancshares Corporation nor Athens Federal Community Bank has any specific plans for the investment of the proceeds of this offering and has not allocated a specific portion of the proceeds to any particular use. For a discussion of our business reasons for undertaking this offering, see “The Conversion and Stock Offering — Reasons for the Conversion.”

Purchases by Directors and Executive Officers (page           )

     We expect that our directors and executive officers, together with their associates, will subscribe for 297,500 shares, which equals 19.6% of the shares that would be sold at the minimum of the offering range. Our directors and executive officers, together with their associates, will pay the same $10.00 price per share as everyone else who purchases shares in the offering. Like all of our depositors, our directors and executive officers and their associates have subscription rights based on their deposits and, if there is an oversubscription, their orders will be subject to the allocation provisions set forth in our plan of conversion, unless waived by the Office of Thrift Supervision. Purchases by our directors and executive officers and their associates will count towards the minimum number of shares we must sell to close the offering.

Market for Athens Bancshares Corporation’s Common Stock (page           )

     We have applied for approval to list the common stock of Athens Bancshares Corporation for trading on the Nasdaq Capital Market under the symbol “AFCB.” Keefe, Bruyette & Woods, Inc. currently intends to become a market maker in the common stock, but it is under no obligation to do so. In addition, if needed, Keefe, Bruyette & Woods, Inc. will assist us in obtaining additional market makers. We cannot assure you that other market makers will be obtained or that an active and liquid trading market for our common stock will develop or, if developed, will be maintained. After shares of the common stock begin trading, you may contact a stock broker to buy or sell shares.

Athens Bancshares Corporation’s Dividend Policy (page           )

     After the offering, we intend to adopt a policy of paying regular cash dividends. Our ability to pay dividends will depend on a number of factors, including capital requirements, regulatory limitations and our operating results and financial condition.

Delivery of Prospectus

     To ensure that each person receives a prospectus at least 48 hours before the offering deadline, we may not mail prospectuses any later than five days before such date or hand-deliver prospectuses later than two days before that date. Stock order forms may only be delivered if accompanied or preceded by a prospectus. We are not obligated to deliver a prospectus or order form by means other than U.S. mail.

     We will make reasonable attempts to provide a prospectus and offering materials to holders of subscription rights. The subscription offering and all subscription rights will expire at ___:___ p.m., Eastern time, on                      whether or not we have been able to locate each person entitled to subscription rights.

Delivery of Stock Certificates (page           )

     Certificates representing shares of common stock issued in the offering will be mailed to purchasers at the address provided by them on the order form as soon as practicable following completion of the offering. Until certificates for common stock are available and delivered to subscribers, subscribers may not be able to sell their shares, even though trading of the common stock will have commenced.

Stock Information Center

     If you have any questions regarding the offering, please call the stock information center at (877) 860-2086 to speak to a registered representative of Keefe, Bruyette & Woods, Inc. The stock information center will be open                                         . The stock information center will be closed on bank holidays.

Risk Factors

     You should consider carefully the following risk factors before purchasing Athens Bancshares Corporation common stock.

Risks Related to Our Business

Our concentration in non-owner occupied real estate loans may expose us to increased credit risk.

     At June 30, 2009, $19.3 million, or 24.1% of our residential mortgage loan portfolio and 9.9% of our total loan portfolio, consisted of loans secured by non-owner occupied residential properties. Loans secured by non-owner occupied properties generally expose us to greater risk of non-payment and loss than loans secured by owner occupied properties because the repayment of such loans depends primarily on the tenant’s continuing ability to pay rent to the property owner, who is our borrower, or, if the property owner is unable to find a tenant, the property owner’s ability to repay the loan without the benefit of a rental income stream. In addition, the physical condition of non-owner occupied properties is often below that of owner occupied properties due to lax property maintenance standards, which has a negative impact on the value of the collateral properties. Furthermore, some of our non-owner occupied residential loan borrowers have more than one loan outstanding with us. Consequently, an adverse development with respect to one credit relationship may expose us to a greater risk of loss compared to an adverse development with respect to an owner occupied residential mortgage loan. At June 30, 2009, non-performing non-owner occupied residential mortgage loans totaled $560,000, or 2.9% of our non-owner occupied residential loan portfolio, of which $473,000 was attributable to a single borrower. At June 30, 2009, we did not hold any non-owner occupied residential properties as real estate owned. For more information about the credit risk we face, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Management.”

Our construction loan and land and land development loan portfolios may expose us to increased credit risk.

     At June 30, 2009, $29.4 million, or 15.1% of our loan portfolio, consisted of construction loans and land and land development loans, and $2.2 million, or 18.0% of the construction loan portfolio, consisted of speculative construction loans. While recently the demand for construction loans has decreased significantly due to the decline in the housing market, historically, construction loans, including speculative construction loans, have been a material part of our loan portfolio. Speculative construction loans are loans made to builders who have not identified a buyer for the completed property at the time of loan origination. Subject to market conditions, we intend to continue to emphasize the origination of construction loans and land and land development loans. These loan types generally expose a lender to greater risk of nonpayment and loss than residential mortgage loans because the repayment of such loans often depends on the successful operation or sale of the property and the income stream of the borrowers and such loans typically involve larger balances to a single borrower or groups of related borrowers. In addition, many borrowers of these types of loans have more than one loan outstanding with us so an adverse development with respect to one loan or credit relationship can expose us to significantly greater risk of non-payment and loss. Furthermore, we may need to increase our allowance for loan losses through future charges to income as the portfolio of these types of loans grows, which would decrease our earnings. For more information about the credit risk we face, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Management.”

Our consumer loan portfolio includes consumer loans secured by rapidly depreciable assets and may expose us to increased credit risk.

     At June 30, 2009, $25.8 million, or 13.2% of our loan portfolio, consisted of consumer loans. Included in consumer loans at that date were $4.6 million in automobile loans and $2.2 million in consumer finance loans made to borrowers by our operating subsidiary, Southland Finance, Inc. These consumer finance loans are generally secured by used automobiles, televisions and various other personal property and are generally offered to borrowers with historically lower credit scores at higher risk-adjusted interest rates. At June 30, 2009, Southland Finance, Inc.’s average outstanding loan balance was approximately $3,700 and the weighted-average yield of its loan

portfolio was 25.6%. Consumer loans secured by rapidly depreciable assets such as automobiles and other personal property may be subject to greater risk of loss than loans secured by real estate because any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance.

Significant loan losses could require us to increase our allowance for loan losses through a charge to earnings.

     When we loan money we incur the risk that our borrowers do not repay their loans. We provide for loan losses by establishing an allowance through a charge to earnings. The amount of this allowance is based on our assessment of loan losses inherent in our loan portfolio. The process for determining the amount of the allowance is critical to our financial results and condition. It requires subjective and complex judgments about the future, including forecasts of economic or market conditions that might impair the ability of our borrowers to repay their loans. We might underestimate the loan losses inherent in our loan portfolio and have loan losses in excess of the amount recorded in our allowance for loan losses. We might increase the allowance because of changing economic conditions. For example, in a rising interest rate environment, borrowers with adjustable-rate loans could see their payments increase. There may be a significant increase in the number of borrowers who are unable or unwilling to repay their loans, resulting in our charging off more loans and increasing our allowance. In addition, when real estate values decline, the potential severity of loss on a real estate-secured loan can increase significantly, especially in the case of loans with high combined loan-to-value ratios. The recent decline in the national economy and the local economies of the areas in which the loans are concentrated could result in an increase in loan delinquencies, foreclosures or repossessions resulting in increased charge-off amounts and the need for additional loan loss allowances in future periods. In addition, our determination as to the amount of our allowance for loan losses is subject to review by our primary regulator, the Office of Thrift Supervision, as part of its examination process, which may result in the establishment of an additional allowance based upon the judgment of the Office of Thrift Supervision after a review of the information available at the time of its examination. Our allowance for loan losses amounted to $2.8 million, or 1.39% of total loans outstanding and 345.04% of non-performing loans, at June 30, 2009. Our allowance for loan losses at June 30, 2009 may not be sufficient to cover future loan losses. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would decrease our earnings. In addition, at June 30, 2009, we had 32 loan relationships with outstanding balances that exceeded $1.0 million, all of which were performing according to their original terms. However, the deterioration of one or more of these loans could result in a significant increase in our non-performing loans and our provision for loan losses, which would negatively impact our results of operations.

A continuation of recent turmoil in the financial markets could have an adverse effect on our financial position or results of operations.

     Beginning in 2008, United States and global financial markets have experienced severe disruption and volatility, and general economic conditions have declined significantly. Adverse developments in credit quality, asset values and revenue opportunities throughout the financial services industry, as well as general uncertainty regarding the economic, industry and regulatory environment, have had a marked negative impact on the industry. Dramatic declines in the U.S. housing market over the past eighteen months, with falling home prices, increasing foreclosures and increasing unemployment, have negatively affected the credit performance of mortgage loans and resulted in significant write-downs of asset values by many financial institutions. The United States and the governments of other countries have taken steps to try to stabilize the financial system, including investing in financial institutions, and have also been working to design and implement programs to improve general economic conditions. Notwithstanding the actions of the United States and other governments, these efforts may not succeed in restoring industry, economic or market conditions and may result in adverse unintended consequences. Factors that could continue to pressure financial services companies, including Athens Bancshares Corporation, are numerous and include (i) worsening credit quality, leading among other things to increases in loan losses and reserves, (ii) continued or worsening disruption and volatility in financial markets, leading among other things to continuing reductions in asset values, (iii) capital and liquidity concerns regarding financial institutions generally, (iv) limitations resulting from or imposed in connection with governmental actions intended to stabilize or provide additional regulation of the financial system, or (v) recessionary conditions that are deeper or last longer than currently anticipated.

The current economic recession could result in increases in our level of non-performing loans and/or reduce demand for our products and services, which would lead to lower revenue, higher loan losses and lower earnings.

     Our business activities and earnings are affected by general business conditions in the United States and in our local market area. These conditions include short-term and long-term interest rates, inflation, unemployment levels, monetary supply, consumer confidence and spending, fluctuations in both debt and equity capital markets and the strength of the economy in the United States generally and in our market area in particular. In the current recession, the national economy has experienced general economic downturns, with rising unemployment levels, declines in real estate values and an erosion in consumer confidence. The current economic recession has also had a negative impact on our primary market area. Based on published statistics, our primary market area had an unemployment rate of 14.3% at June 30, 2009, which exceeded both the national and state unemployment rates at that date. In addition, our primary market area has experienced a softening of the local real estate market, including reductions in local property values, and a decline in the local manufacturing industry, which employs many of our borrowers. A prolonged or more severe economic downturn, continued elevated levels of unemployment, further declines in the values of real estate, or other events that affect household and/or corporate incomes could impair the ability of our borrowers to repay their loans in accordance with their terms. Nearly all of our loans are secured by real estate or made to businesses in our primary market area, which consists of McMinn, Monroe and Bradley Counties in Tennessee and the surrounding areas. As a result of this concentration, a prolonged or more severe downturn in the local economy could result in significant increases in non-performing loans, which would negatively impact our interest income and result in higher provisions for loan losses, which would decrease our earnings. The economic downturn could also result in reduced demand for credit or fee-based products and services, which also would decrease our revenues.

Special Federal Deposit Insurance Corporation assessments and increased base assessment rates by the Federal Deposit Insurance Corporation will decrease our earnings.

     Beginning in late 2008, the economic environment caused higher levels of bank failures, which dramatically increased Federal Deposit Insurance Corporation resolution costs and led to a significant reduction in the Deposit Insurance Fund. As a result, the Federal Deposit Insurance Corporation has significantly increased the initial base assessment rates paid by financial institutions for deposit insurance. The base assessment rate was increased by seven basis points (7 cents for every $100 of deposits) for the first quarter of 2009. Effective April 1, 2009, initial base assessment rates were changed to range from 12 basis points to 45 basis points across all risk categories with possible adjustments to these rates based on certain debt-related components. These increases in the base assessment rate will increase our deposit insurance costs and negatively impact our earnings. In addition, in May 2009, the Federal Deposit Insurance Corporation imposed a special assessment on all insured institutions due to recent bank and savings association failures. The emergency assessment amounts to 5 basis points on each institution’s assets minus Tier 1 capital as of June 30, 2009, subject to a maximum equal to 10 basis points times the institution’s assessment base. The assessment will be collected on September 30, 2009. Based on our assets and Tier 1 capital as of June 30, 2009, our special assessment is approximately $109,000. The special assessment will decrease our earnings. In addition, the Federal Deposit Insurance Corporation may impose additional emergency special assessments after June 30, 2009, of up to 5 basis points per quarter on each institution’s assets minus Tier 1 capital if necessary to maintain public confidence in federal deposit insurance or as a result of deterioration in the Deposit Insurance Fund reserve ratio due to institution failures. The earliest possible date for imposing any such additional special assessment is September 30, 2009, with collection on December 31, 2009. The latest date possible for imposing any such additional special assessment is December 31, 2009, with collection on March 31, 2010. Any additional emergency special assessment imposed by the Federal Deposit Insurance Corporation will further decrease our earnings.

Changing interest rates may decrease our earnings and asset value.

     Our net interest income is the interest we earn on loans and investments less the interest we pay on our deposits and borrowings. Our net interest margin is the difference between the yield we earn on our assets and the interest rate we pay for deposits and our other sources of funding. Changes in interest rates—up or down—could adversely affect our net interest margin and, as a result, our net interest income. Although the yield we earn on our assets and our funding costs tend to move in the same direction in response to changes in interest rates, one can rise

or fall faster than the other, causing our net interest margin to expand or contract. Our liabilities tend to be shorter in duration than our assets, so they may adjust faster in response to changes in interest rates. As a result, when interest rates rise, our funding costs may rise faster than the yield we earn on our assets, causing our net interest margin to contract until the yield catches up. This contraction could be more severe following a prolonged period of lower interest rates, as a larger proportion of our fixed rate residential loan portfolio will have been originated at those lower rates and borrowers may be more reluctant or unable to sell their homes in a higher interest rate environment. Changes in the slope of the “yield curve”—or the spread between short-term and long-term interest rates—could also reduce our net interest margin. Normally, the yield curve is upward sloping, meaning short-term rates are lower than long-term rates. Because our liabilities tend to be shorter in duration than our assets, when the yield curve flattens or even inverts, we could experience pressure on our net interest margin as our cost of funds increases relative to the yield we can earn on our assets. For further discussion of how changes in interest rates could impact us, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Risk Management — Interest Rate Risk Management.”

Strong competition within our primary market area could negatively impact our profits and slow growth.

     We face intense competition both in making loans and attracting deposits. This competition has made it more difficult for us to make new loans and attract deposits. Price competition for loans and deposits might result in us earning less on our loans and paying more on our deposits, which would reduce net interest income. Competition also makes it more difficult to grow loans and deposits. At June 30, 2008, which is the most recent date for which data is available from the Federal Deposit Insurance Corporation, we held approximately 20.2% of the deposits in McMinn County, Tennessee, 3.2% of the deposits in Monroe County, Tennessee and 1.1% of the deposits in Bradley County, Tennessee. Some of the institutions with which we compete have substantially greater resources and lending limits than we have and may offer services that we do not provide. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Our profitability depends upon our continued ability to compete successfully in our primary market area. See “Our Business — Market Area” and “Our Business — Competition” for more information about our primary market area and the competition we face.

We operate in a highly regulated environment and we may be adversely affected by changes in laws and regulations.

     We are subject to extensive regulation, supervision and examination by the Office of Thrift Supervision, our chartering authority, and by the Federal Deposit Insurance Corporation, as insurer of our deposits. Athens Bancshares Corporation also will be subject to regulation and supervision by the Office of Thrift Supervision. Such regulation and supervision governs the activities in which an institution and its holding company may engage, and are intended primarily for the protection of the insurance fund and the depositors and borrowers of Athens Federal Community Bank rather than for holders of Athens Bancshares Corporation common stock. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the level of our allowance for loan losses. If our regulators require us to charge-off loans or increase our allowance for loan losses, our earnings would suffer. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations. For a further discussion, see “Regulation and Supervision.” The current administration has also proposed comprehensive legislation intended to modernize regulation of the United States financial system. The proposed legislation contains several provisions that would have a direct impact on Athens Bancshares Corporation and Athens Federal Bank. Under the proposed legislation, the federal savings association charter would be eliminated and the Office of Thrift Supervision would be consolidated with the Comptroller of the Currency into a new regulator, the National Bank Supervisor. The proposed legislation would also require Athens Federal Community Bank to become a national bank or convert to a state-chartered institution. In addition, it would eliminate the status of “savings and loan holding company” and mandate that all companies that control an insured depository institution register as a bank holding company. Registration as a bank holding company would represent a significant change, as material differences currently exist between savings and loan holding company and bank holding company supervision and regulation. For example, bank holding companies above a specified asset size are subject to consolidated leverage and risk-based capital requirements whereas savings and loan holding companies are not subject to such requirements. The proposed

legislation would also create a new federal agency, the Consumer Financial Protection Agency, that would be dedicated to administering and enforcing fair lending and consumer compliance laws with respect to financial products and services, which could result in new regulatory requirements and increased regulatory costs for us. If enacted, the legislation may have a substantial impact on our operations. However, because any final legislation may differ significantly from the current administration’s proposal, the specific effects of the legislation cannot be evaluated at this time.

Risks Related to this Offering

Our stock price may decline when trading commences.

     If you purchase shares in the offering, you may not be able to sell them at or above the $10.00 purchase price. After the shares of our common stock begin trading, the trading price of the common stock will be determined by the marketplace, and will be influenced by many factors outside of our control, including prevailing interest rates, investor perceptions, securities analyst research reports and general industry, geopolitical and economic conditions. Publicly traded stocks, including stocks of financial institutions, often experience substantial market price volatility. These market fluctuations might not be related to the operating performance of particular companies whose shares are traded. Additionally, the stock prices of many recently converted thrift institutions have declined below, and remain below, their initial offering prices.

There may be a limited market for our common stock, which may adversely affect our stock price.

     Although we have applied for approval to list our shares of common stock for trading on the Nasdaq Capital Market, our shares of common stock may not be approved for listing or, if approved, may not be actively traded. If an active trading market for our common stock does not develop, you may not be able to sell all of your shares of common stock on short notice and the sale of a large number of shares at one time could temporarily depress the market price. There also may be a wide spread between the bid and asked price for our common stock. When there is a wide spread between the bid and asked price, the price at which you may be able to sell our common stock may be significantly lower than the price at which you could buy it at that time.

Additional expenses following the offering from operating as a public company will adversely affect our profitability.

     Following the offering, our noninterest expenses will increase as a result of the additional financial accounting, legal and various other additional expenses usually associated with operating as a public company and complying with public company disclosure obligations, particularly those obligations imposed by the Sarbanes-Oxley Act of 2002. Compliance with the Sarbanes-Oxley Act of 2002 will require us to upgrade our accounting systems, which will increase our operating expenses and adversely affect our profitability.

Additional expenses following the offering from the implementation of new equity benefit plans will adversely affect our profitability.

     We will recognize additional annual employee compensation and benefit expenses stemming from options and shares granted to employees, directors and executives under new benefit plans. These additional expenses will adversely affect our profitability. We cannot determine the actual amount of these new stock-related compensation and benefit expenses at this time because applicable accounting practices generally require that they be based on the fair market value of the options or shares of common stock at the date of the grant; however, we expect them to be material. We will recognize expenses for our employee stock ownership plan when shares are committed to be released to participants’ accounts and will recognize expenses for restricted stock awards and stock options generally over the vesting period of awards made to recipients. These benefit expenses in the first year following the offering have been estimated to be approximately $358,000 at the maximum of the offering range as set forth in the pro forma financial information under “Pro Forma Data” assuming the $10.00 per share purchase price as fair market value. Actual expenses, however, may be higher or lower, depending on the price of our common stock. For further discussion of these plans, see “Our Management — Benefit Plans.”

Our low return on equity may negatively impact the value of our common stock.

     Return on equity, which equals net income divided by average equity, is a ratio used by many investors to compare the performance of a particular company with other companies. For the six months ended June 30, 2009, our annualized return on equity was 8.68% and our return on equity for the year ended December 31, 2008 was 4.72%. Our pro forma return on equity for the same periods is estimated to be 2.28% and 2.04%, respectively, and our pro forma shareholders’ equity to assets ratio at June 30, 2009 is estimated to be 16.4%, assuming the sale of shares at the maximum of the offering range. Our publicly traded thrift peers used in the valuation as of August 19, 2009 had an average return on equity of 3.81% for the twelve months ended June 30, 2009. Over time, we intend to use the net proceeds from this offering to increase earnings per share and book value per share, without assuming undue risk, with the goal of achieving a return on equity that is competitive with other publicly held companies. This goal could take a number of years to achieve, and it may not be attained, and the expected increase in our noninterest expenses following the offering due to operating as a public company and from new equity benefit plans will likely further deter our ability to achieve a competitive return on equity. Consequently, you should not expect a competitive return on equity in the near future. Failure to achieve a competitive return on equity might make an investment in our common stock unattractive to some investors and might cause our common stock to trade at lower prices than comparable companies with higher returns on equity. See “Pro Forma Data” for an illustration of the financial impact of this offering.

We have broad discretion in allocating the proceeds of the offering. Our failure to effectively utilize such proceeds would reduce our profitability.

     We intend to contribute approximately 50% of the net proceeds of the offering to Athens Federal Community Bank. Athens Bancshares Corporation may use the portion of the proceeds that it retains to, among other things, invest in securities, pay cash dividends or repurchase shares of common stock, subject to regulatory restrictions. Athens Federal Community Bank may use the portion of the proceeds that it receives to fund new loans, open new branches, invest in securities and expand its business activities. Athens Bancshares Corporation and Athens Federal Community Bank may also use the proceeds of the offering to diversify their businesses and acquire other companies, although we have no specific plans to do so at this time. We have not allocated specific amounts of proceeds for any of these purposes, and we will have significant flexibility in determining how much of the net proceeds we apply to different uses and the timing of such applications. Our failure to utilize these funds effectively would reduce our profitability.

A significant percentage of our common stock will be held by our directors and executive officers and benefit plans.

     We expect that our directors and executive officers, together with their associates, will subscribe for 297,500 shares in the offering. In addition, we intend to establish an employee stock ownership plan that will purchase an amount of shares equal to 8.0% of the sum of the shares sold in the offering and contributed to the Athens Federal Foundation. As a result, upon consummation of the offering, a total of up to 426,700, or 26.4%, and 472,300, or 21.6%, of our outstanding shares will be held by our directors and executive officers and our employee stock ownership plan at the minimum and maximum of the offering range, respectively. Further, shares will be held by management following the implementation of an equity incentive plan, which we intend to implement no earlier than six months following the completion of the offering. The charter and bylaws of Athens Bancshares Corporation contain supermajority voting provisions that require that the holders of at least 80% of Athens Bancshares Corporation’s outstanding shares of voting stock approve certain actions including, but not limited to, the consummation of a business combination with an interested shareholder and the amendment of certain provisions of Athens Bancshares Corporation’s charter and bylaws. If our directors and executive officers and benefit plans hold more than 20% of our outstanding common stock following the completion of the offering, the shares held by these individuals and benefit plans could be voted in a manner that would ensure that the 80% supermajority needed to approve such actions could not be attained. For more information on the restrictions included in the charter and bylaws of Athens Bancshares Corporation, see “Restrictions on the Acquisition of Athens Bancshares Corporation and Athens Federal Community Bank.”

Issuance of shares for benefit programs may dilute your ownership interest.

     We intend to adopt an equity incentive plan following the offering. If shareholders approve the new equity incentive plan, we intend to issue shares to our officers, employees and directors through this plan. If the restricted stock awards under the equity incentive plan are funded from authorized but unissued stock, your ownership interest in the shares could be diluted by up to approximately 3.85%, assuming awards of common stock equal to 4% of the sum of the shares sold in the offering and contributed to the Athens Federal Foundation are awarded under the plan. If the shares issued upon the exercise of stock options under the equity incentive plan are issued from authorized but unissued stock, your ownership interest in the shares could be diluted by up to approximately 9.1%, assuming stock option grants equal to 10% of the sum of the shares sold in the offering and contributed to the Athens Federal Foundation are granted under the plan. See “Pro Forma Data” and “Our Management — Benefit Plans.”

The charter and bylaws of Athens Bancshares Corporation and certain regulations may prevent or make more difficult certain transactions, including a sale or merger of Athens Bancshares Corporation.

     Provisions of the charter and bylaws of Athens Bancshares Corporation and federal banking regulations may make it more difficult for companies or persons to acquire control of Athens Bancshares Corporation. Consequently, our shareholders may not have the opportunity to participate in such a transaction and the trading price of our common stock may not rise to the level of other institutions that are more vulnerable to hostile takeovers. The factors that may discourage takeover attempts or make them more difficult include:

•

Charter and bylaws. Provisions of the charter and bylaws of Athens Bancshares Corporation may make it more difficult and expensive to pursue a takeover attempt that the board of directors opposes. These provisions also make more difficult the removal of current directors or management, or the election of new directors. These provisions include:

	•		an 80% supermajority voting requirement for shareholders to approve certain business combinations, which may have the effect of preventing a business combination which a majority of shareholders deem desirable but that is opposed by the board of directors;
	•		a limitation on the right to vote shares by any person who directly or indirectly beneficially owns more than 10% of Athens Bancshares Corporation’s common stock by prohibiting the person from voting any shares held in excess of the 10% limit, which will prevent greater than 10% shareholders from voting all of their shares in favor of a proposed transaction or a nominee for director that is opposed by the board of directors;
	•		a provision that permits the board of directors to consider a variety of factors, including the social or economic effects of the transaction and the earnings prospects, experience and integrity of the acquirer, when evaluating a transaction that may involve in a change in control of Athens Bancshares Corporation, which may enable the board of directors to oppose a transaction even if the price offered is significantly greater than the market price of Athens Bancshares Corporation’s common stock;
	•		the election of directors to staggered terms of three years, which will prevent shareholders from effecting a change in the composition of the entire board of directors at any annual shareholders’ meeting;
	•		a requirement that director vacancies may only be filled by a majority vote of the board of directors, which prevents shareholders from nominating themselves or persons of their choosing to fill any vacancies on the board of directors;

	•		certain director eligibility requirements, including age, share ownership, residency and integrity requirements, which may perpetuate the terms of incumbent directors by preventing some individuals from serving as directors;
	•		a requirement that directors may be removed only for cause, which may perpetuate the terms of incumbent directors by preventing shareholders from voting to remove directors for reasons other than cause;
	•		the absence of cumulative voting by shareholders in the election of directors, which, by preventing shareholders from voting their shares for or against a single nominee, makes it more difficult for shareholders to elect nominees opposed by the board of directors;
	•		a requirement that special meetings of shareholders may only be called by the board of directors, which prevents shareholders from calling a special meeting of shareholders to vote on a proposed transaction opposed by the board of directors;
	•		a requirement that shareholder proposals and nominations must generally be received not less than ninety days before the date of the annual meeting of shareholders and be subject to certain procedural and content requirements, which affords Athens Bancshares Corporation additional time to rebut proposals that it opposes but that may be favored by shareholders;
	•		the ability of the board of directors to issue additional shares of common stock or shares of preferred stock without the prior approval of shareholders, which may enable the board of directors to impede a merger, tender offer or other takeover attempt that it opposes by making the transaction more expensive for the potential acquiror; and
	•		an 80% supermajority voting requirement to (i) amend the charter provisions regarding the size and election of the board of directors, removal of directors, elimination of directors’ liability, indemnification, limitations on shareholder voting rights, approval of certain business combinations and the evaluation of business combinations; and (ii) approve any amendment to the bylaws, which may make it more difficult to modify or eliminate such anti-takeover provisions included in the charter and bylaws.

•

Office of Thrift Supervision regulations. Office of Thrift Supervision regulations prohibit, for three years following the completion of a mutual-to-stock conversion, the offer to acquire or the acquisition of more than 10% of any class of equity security of a converted institution without the prior approval of the Office of Thrift Supervision.

     For further information, see “Restrictions on Acquisition of Athens Bancshares Corporation and Athens Federal Community Bank.”

Risks Related to the Formation of the Charitable Foundation

The contribution to the Athens Federal Foundation will decrease the ownership interest and voting interest in the shares sold to the public by up to 1.24% after the contribution.

     Purchasers of shares will have their ownership and voting interests diluted at the close of the conversion when Athens Bancshares Corporation issues and contributes 100,000 shares to the Athens Federal Foundation. This dilution will range from approximately 1.24% at the minimum of the offering range to approximately 1.13% at the maximum of the offering range. For a further discussion regarding the effect of the contribution to the charitable

foundation, see “Pro Forma Data” and “Comparison of Independent Valuation and Pro Forma Financial Information With and Without the Foundation.”

Our contribution to the Athens Federal Foundation may not be tax deductible, which could decrease our profits.

     We believe that our contribution to the Athens Federal Foundation, valued at $1.1 million, pre-tax, will be deductible for federal income tax purposes. However, if the Internal Revenue Service does not grant tax-exempt status to the foundation, the contribution will not be deductible and we would not receive any tax benefit from the contribution. In addition, even if the contribution is tax deductible, we may not have sufficient profits to be able to use the deduction fully. If it is more likely than not that we will be unable to use the entire deduction, we will be required to establish a valuation allowance related to any deferred tax asset that has been recorded for this contribution.

Establishment of the Athens Federal Foundation will decrease our profits during the year in which the foundation is established.

     Athens Bancshares Corporation intends to contribute 100,000 shares of Athens Bancshares Corporation common stock and $100,000 in cash to the Athens Federal Foundation. This contribution will be an additional operating expense and will reduce net income during the fiscal year in which the foundation is established, which is expected to be late 2009 or early 2010. The contribution to the Athens Federal Foundation would reduce net earnings by approximately $726,000, after tax, during the year in which the foundation is established. See “Pro Forma Data.”

A Warning About Forward-Looking Statements

     This prospectus contains forward-looking statements, which can be identified by the use of words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions. Forward-looking statements include:

	•		statements of our goals, intentions and expectations;
	•		statements regarding our business plans, prospects, growth and operating strategies;
	•		statements regarding the quality of our loan and investment portfolios; and
	•		estimates of our risks and future costs and benefits.

     These forward-looking statements are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:

	•		general economic conditions, either nationally or in our primary market area, that are worse than expected;
	•		a continued decline in real estate values;
	•		changes in the interest rate environment that reduce our interest margins or reduce the fair value of financial instruments;
	•		increased competitive pressures among financial services companies;
	•		changes in consumer spending, borrowing and savings habits;
	•		legislative, regulatory or supervisory changes that adversely affect our business;
	•		adverse changes in the securities markets; and
	•		changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board or the Public Company Accounting Oversight Board.

     Any of the forward-looking statements that we make in this prospectus and in other public statements we make may later prove incorrect because of inaccurate assumptions, the factors illustrated above or other factors that we cannot foresee. Consequently, no forward-looking statement can be guaranteed.

Selected Consolidated Financial and Other Data

     The summary consolidated financial information presented below is derived in part from our consolidated financial statements. The following is only a summary and you should read it in conjunction with the consolidated financial statements and notes beginning on page F-1. The information at December 31, 2008 and 2007 and for the years then ended is derived in part from the audited consolidated financial statements of Athens Federal Community Bank that appear elsewhere in this prospectus.

     The selected data at June 30, 2009 and for the six months ended June 30, 2009 and 2008 was not audited, but in the opinion of management, represents all adjustments necessary for a fair presentation. All of these adjustments are normal and recurring. The results of operations for the six months ended June 30, 2009 are not necessarily indicative of the results of operations that may be expected for the entire year.

		At June 30,				At December 31,
(In thousands)		2009				2008				2007				2006				2005				2004
Total assets		$	243,011			$	251,000			$	230,505			$	212,383			$	190,505			$	182,595
Cash and cash equivalents			9,761				4,547				9,284				8,989				4,554				8,437
Securities available-for-sale			22,621				30,509				22,967				21,440				27,695				40,247
Securities held-to-maturity			2				5				14				25				63				164
Investments, at cost			2,899				2,899				4,746				6,076				7,235				2,518
Loans receivable, net			192,217				196,520				178,603				157,013				138,570				119,846
Deposits			202,920				206,493				197,344				171,214				153,190				144,807
Securities sold under agreements to repurchase			972				912				1,151				1,681				1,421				1,110
Advances from Federal Home Loan Bank			10,378				16,310				5,532				15,630				13,600				15,315
Total equity			25,331				24,212				23,271				21,879				20,800				19,733

		For the Six Months
		Ended June 30,								For the Year Ended December 31,
(In thousands)		2009				2008				2008				2007				2006				2005				2004
Operating Data:
Interest income		$	7,511			$	7,836			$	15,580			$	15,457			$	12,775			$	10,519			$	9,626
Interest expense			3,003				3,675				7,133				7,101				5,277				3,986				3,759
Net interest income			4,508				4,161				8,447				8,356				7,498				6,533				5,867
Provision for loan losses			118				287				761				443				704				341				267
Net interest income after provision for loan losses			4,390				3,874				7,686				7,913				6,794				6,192				5,600
Noninterest income			2,488				2,184				4,161				4,030				2,682				2,563				2,380
Noninterest expense			5,389				5,442				10,251				10,431				8,244				6,987				5,942
Income before income taxes			1,489				616				1,596				1,512				1,232				1,768				2,038
Income taxes			406				153				487				392				348				568				674
Net income		$	1,083			$	463			$	1,109			$	1,120			$	884			$	1,200			$	1,364

		At or For the Six
		Months Ended
		June 30,								At or For the Year Ended December 31,
		2009				2008				2008				2007				2006				2005				2004
Performance Ratios (1):
Return on average assets			0.87	%			0.38	%			0.45	%			0.50	%			0.44	%			0.65	%			0.75	%
Return on average equity			8.68				3.94				4.72				5.02				4.07				5.84				7.22
Interest rate spread (2)			3.71				3.49				3.51				3.79				3.79				3.60				3.32
Net interest margin (3)			3.92				3.73				3.74				4.05				4.07				3.81				3.50
Other expenses to average assets			4.32				4.88				4.18				4.64				4.13				3.77				3.28
Efficiency ratio (4)			77.03				85.77				81.30				84.22				80.98				76.81				72.05
Average interest-earning assets to average interest-bearing liabilities			108.03				107.50				107.20				107.67				109.99				109.06				107.66
Average equity to average assets			10.00				9.70				9.58				9.92				10.87				11.07				10.42
Capital Ratios:
Total capital (to risk-weighted assets)			15.0	%			14.3	%			14.0	%			14.8	%			15.6	%			16.8	%			18.4	%
Tier 1 capital (to risk-weighted assets)			13.8				13.0				12.8				13.5				14.4				15.6				17.2
Tier 1 capital (to adjusted total assets)			10.2				9.4				9.4				9.8				10.3				10.9				10.7
Tangible equity (to adjusted total assets)			10.2				9.4				9.4				9.8				10.3				10.9				10.7
Asset Quality Ratios:
Allowance for loan losses as a percent of total loans			1.39	%			1.45	%			1.52	%			1.37	%			1.58	%			1.44	%			1.52	%
Allowance for loan losses as a percent of non-performing loans			345.04				475.24				73.87				704.52				1,457.43				326.81				2,285.64
Net charge-offs to average outstanding loans during the period			0.22				0.04				0.12				0.29				0.13				0.14				0.18
Non-performing loans as a percent of total loans			0.41				0.31				2.08				0.20				0.11				0.45				0.07
Non-performing assets as a percent of total assets			0.44				0.25				1.76				0.17				0.11				0.48				0.11
Total non-performing assets and troubled debt restructurings as a percent of total assets			1.34				0.34				1.87				0.27				0.21				0.59				0.19
Other Data:
Number of offices			7				7				7				7				5				5				4
Number of deposit accounts			15,277				15,090				15,296				14,769				13,482				12,726				12,195
Number of loans			3,135				3,384				3,297				3,442				3,292				3,244				3,158

Recent Developments

     The following tables contain certain information concerning our consolidated financial position at September 30, 2009 and results of operations for the period ended September 30, 2009. The data at December 31, 2008 is derived from our audited consolidated financial statements. You should read this information in conjunction with the audited consolidated financial statements included elsewhere in this prospectus. The data at September 30, 2009 and for the three and nine months ended September 30, 2009 and 2008 was not audited, but in the opinion of management, reflects all adjustments necessary for a fair presentation. All of these adjustments are normal and recurring. The results of operations for the three months and nine months ended September 30, 2009 are not necessarily indicative of the results of operations that may be expected for the entire year.

		At September 30,				At December 31,
(In thousands)		2009				2008
Financial Condition Data:
Total assets		$	245,959			$	251,000
Cash and cash equivalents			14,369				4,547
Securities available-for-sale			19,724				30,509
Securities held-to-maturity			—				5
Investments, at cost			2,899				2,899
Loans receivable, net			191,726				196,520
Deposits			205,561				206,493
Securities sold under agreements to repurchase			808				912
Advances from Federal Home Loan Bank			10,351				16,310
Total equity			25,835				24,212

		For the Three Months								For the Nine Months
		Ended September 30,								Ended September 30,
(In thousands)		2009				2008				2009				2008
Operating Data:
Interest income		$	3,609			$	3,856			$	11,120			$	11,692
Interest expense			1,368				1,744				4,371				5,419
Net interest income			2,241				2,112				6,749				6,273
Provision for loan losses			428				322				546				609
Net interest income after provision for loan losses			1,813				1,790				6,203				5,664
Noninterest income			1,077				1,017				3,565				3,201
Noninterest expense			2,630				2,636				8,019				8,078
Income before income taxes			260				171				1,749				787
Income taxes			52				25				458				178
Net income		$	208			$	146			$	1,291			$	609

		At or For the Three								At or For the Nine
		Months Ended								Months Ended
		September 30,								September 30,
		2009				2008				2009				2008
Performance Ratios (1):
Return on average assets			0.34	%			0.24	%			0.70	%			0.33	%
Return on average equity			3.23				2.49				6.82				3.46
Interest rate spread (2)			3.74				3.53				3.72				3.50
Net interest margin (3)			3.97				3.74				3.94				3.73
Noninterest expenses to average assets			4.32				4.30				4.32				4.43
Efficiency ratio (4)			79.26				84.24				77.75				85.26
Average interest-earning assets to average interest-bearing liabilities			109.52				107.16				108.51				107.38
Average equity to average assets			10.58				9.54				10.20				9.65
Capital Ratios:
Total capital (to risk-weighted assets)			15.4	%			14.2	%			15.4	%			14.2	%
Tier 1 capital (to risk-weighted assets)			14.2				12.9				14.2				12.9
Tier 1 capital (to adjusted total assets)			10.2				9.2				10.2				9.2
Tangible equity (to adjusted total assets)			10.2				9.2				10.2				9.2
Asset Quality Ratios:
Allowance for loan losses as a percent of total loans			1.59	%			1.55	%			1.59	%			1.55	%
Allowance for loan losses as a percent of non-performing loans			151.37				75.11				151.37				75.11
Net charge-offs to average outstanding loans during the period			0.27				0.09				0.27				0.08
Non-performing loans as a percent of total loans			1.05				2.06				1.05				2.06
Non-performing assets as a percent of total assets			1.04				1.70				1.04				1.70
Total non-performing assets and troubled debt restructurings as a percent of total assets			2.03				1.81				2.03				1.81