As
filed with the Securities and Exchange Commission on March 1, 2024
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Registration
No. 333-03849
Registration
No. 333-116739
Registration
No. 333-139177
Registration
No. 333-153408
Registration
No. 333-218770
Registration
No. 333-169115
Registration
No. 333-196019
Registration
No. 333-207921
Registration
No. 333-235552 |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Post-Effective
Amendment No. 3 to Form S-8 Registration Statement No. 333-03849
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-116739
Post-Effective
Amendment No. 2 to Form S-8 Registration Statement No. 333-139177
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-153408
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-218770
Post-Effective
Amendment No. 2 to Form S-8 Registration Statement No. 333-169115
Post-Effective
Amendment No. 2 to Form S-8 Registration Statement No. 333-196019
Post-Effective
Amendment No. 2 to Form S-8 Registration Statement No. 333-207921
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-235552
UNDER
THE
SECURITIES ACT OF 1933
FG
GROUP HOLDINGS INC.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada |
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47-0587703 |
(State
or other jurisdiction of |
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(I.R.S.
Employer |
incorporation
or organization) |
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Identification
No.) |
5960
Fairview Road, Suite 275
Charlotte,
North Carolina 28210
(Address
of Principal Executive Offices, including Zip Code)
Ballantyne
of Omaha, Inc. 1995 Stock Option Plan
Ballantyne
of Omaha, Inc. 1995 Outside Directors’ Stock Option Plan
Ballantyne
of Omaha, Inc. 1995 Employee Stock Purchase Plan
Ballantyne
of Omaha, Inc. 2001 Non-Employee Directors’ Stock Option Plan
Ballantyne
of Omaha, Inc. 2000 Employee Stock Purchase Plan
50,000
Share Option to Lee J. Seidler
100,000
Share Option to William F. Welsh II
Ballantyne
of Omaha, Inc. 2005 Outside Directors Stock Option Plan
Ballantyne
of Omaha, Inc. 2005 Employee Stock Purchase Plan
Ballantyne
of Omaha, Inc. Restricted Stock Plan
Ballantyne
of Omaha, Inc. Non-Employee Directors’ Restricted Stock Plan
Ballantyne
Strong, Inc. 2010 Long-Term Incentive Plan
Ballantyne
Strong, Inc. 2014 Non-Employee Directors’ Restricted Stock Plan
Ballantyne
Strong, Inc. 2017 Omnibus Equity Compensation Plan
(Full
title of the plan)
Mark
D. Roberson
Chief
Executive Officer
FG
Group Holdings Inc.
5960
Fairview Road, Suite 275
Charlotte,
North Carolina 28210
(704)
994-8279
(Name,
address, and telephone number, including area code, of agent for service)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
|
Emerging
growth company |
☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
☐
EXPLANATORY
NOTE – DEREGISTRATION OF SECURITIES
These
Post-Effective Amendments relate to the following Registration Statements on Form S-8 (the “Registration Statements”) filed
by FG Group Holdings Inc. (the “Registrant”) with the Securities and Exchange Commission (the “SEC”):
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● |
Registration
Statement No. 333-03849, filed with the SEC on May 16, 1996, as amended, pertaining to the registration of 1,980,000 shares of the
Registrant’s common stock, par value $0.01 per share (“Common Stock”), issuable pursuant to the Registrant’s
1995 Stock Option Plan; 110,000 shares of Common Stock issuable pursuant to the Registrant’s 1995 Outside Directors Stock Option
Plan; and 275,000 shares of Common Stock issuable pursuant to the Registrant’s 1995 Employee Stock Purchase Plan; |
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● |
Registration
Statement No. 116739, filed with the SEC on June 22, 2004, pertaining to the registration of 1,000,000 shares of Common Stock issuable
pursuant to the Registrant’s 2001 Non-Employee Directors’ Stock Option Plan; 500,000 shares of Common Stock issuable
pursuant to the Registrant’s 2000 Employee Stock Purchase Plan; an additional 250,000 shares of Common Stock issuable pursuant
to the Registrant’s 1995 Outside Directors’ Stock Option Plan; 50,000 shares of Common Stock issuable pursuant to an
option issued by the Registrant to Lee J. Seidler on August 30, 2000 to purchase 50,000 shares at $1.04 per share; and 100,000 shares
of Common Stock issuable pursuant to an option issued by the Registrant to William F. Welsh II on September 25, 2001 to purchase
100,000 shares of Common Stock at $0.485 per share; |
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● |
Registration
Statement No. 333-139177, filed with the SEC on December 7, 2006, as amended, pertaining to the registration of 300,000 shares of
Common Stock issuable pursuant to the Registrant’s 2005 Outside Directors Stock Option Plan; 150,000 shares of Common Stock
issuable pursuant to the Registrant’s 2005 Employee Stock Purchase Plan; and 250,000 shares of Common Stock issuable pursuant
to the Registrant’s Restricted Stock Plan; |
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● |
Registration
Statement No. 333-153408, filed with the SEC on September 10, 2008, pertaining to the registration of 120,000 shares of Common Stock
issuable pursuant to the Registrant’s Non-Employee Directors’ Restricted Stock Plan; |
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● |
Registration
Statement No. 333-218770, filed with the SEC on June 15, 2017, pertaining to the registration of 1,771,189 shares of Common Stock
issuable pursuant to the Registrant’s 2017 Omnibus Equity Compensation Plan; |
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● |
Registration
Statement No. 333-169115, filed with the SEC on August 30, 2010, as amended, pertaining to the registration of 600,000 shares of
Common Stock issuable under the Registrant’s 2010 Long-Term Incentive Plan; |
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● |
Registration
Statement No. 333-196019, filed with the SEC on May 16, 2014, as amended, pertaining to the registration of 200,000 shares of Common
Stock issuable under the Registrant’s 2014 Non-Employee Directors’ Restricted Stock Plan; |
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● |
Registration
Statement No. 333-207921, filed with the SEC on November 10, 2015, as amended, pertaining to the registration of 1,000,000 shares
of Common Stock issuable under the Registrant’s 2010 Long-Term Incentive Plan (as amended and restated); and |
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● |
Registration
Statement No. 333-235552, filed with the SEC on December 17, 2019, pertaining to the registration of 1,975,000 shares of Common Stock
issuable under the Registrant’s 2017 Omnibus Equity Compensation Plan (as amended and restated). |
On
February 29, 2024, pursuant to the terms of a Plan of Merger, dated as of January 3, 2024 (the “Merger Agreement”), by and
among the Registrant, FG Financial Group, Inc., a Nevada corporation (“FGF”), and FG Group LLC, a Nevada limited liability
company and a wholly owned subsidiary of FGF (“Merger Sub”), the Registrant merged with and into Merger Sub, with Merger
Sub surviving the merger as a wholly owned subsidiary of FGF (the “Merger”), at which time the Registrant’s equity
securities ceased to be publicly traded.
As
a result of the Merger, the Registrant has terminated all offerings of the Registrant’s securities pursuant to the Registration
Statements.
Accordingly,
the Registrant hereby terminates the effectiveness of the Registration Statements and, in accordance with undertakings made by the Registrant
in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered
for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Registrant
that had been registered for issuance but remain unsold under the Registration Statements. The Registration Statements are hereby amended
to reflect the deregistration of such securities.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on March 1, 2024.
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FG
Group Holdings Inc. |
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By: |
/s/
Mark D. Roberson |
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Mark
D. Roberson |
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Chief
Executive Officer |
No
other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 of the Securities Act.
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