As
filed with the Securities and Exchange Commission on February 14, 2020
No.
333-198056
No.
333-163007
No.
333-147386
No.
333-139254
No.
333-139247
No.
333-139246
No.
333-130024
No.
333-124366
No.
333-101361
No.
333-101360
No.
333-82688
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-198056
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-163007
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-147386
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-139254
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-139247
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-139246
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-130024
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-124366
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-101361
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-101360
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-82688
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LADENBURG
THALMANN FINANCIAL SERVICES INC.
(Exact
name of registrant as specified in its charter)
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Florida
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001-15799
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65-0701248
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(State
or other Jurisdiction of
Incorporation
or Organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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4400
Biscayne Boulevard, 12th Floor
Miami,
Florida 33137
(305)
572-4100
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Ladenburg
Thalmann Financial Services Inc. Amended and Restated 2009 Incentive Compensation Plan
Non-Plan
Option Agreement, dated as of October 19, 2007, by and between
Ladenburg
Thalmann Financial Services Inc. and Bruce A. Zwigard
Other
Employee Benefit Plans
Amended
and Restated 1999 Performance Equity Plan
Ladenburg
Thalmann Financial Services Inc. Qualified Employee Stock Purchase Plan
1999
Performance Equity Plan
(Full
title of the plan)
Nina
McKenna
General
Counsel & Secretary
Ladenburg
Thalmann Financial Services, Inc.
4400
Biscayne Boulevard, 12th Floor
Miami,
Florida 33137
(305)
572-4100
(Name,
Address and Telephone number, including area code, of Agent for Service)
With
a copy to:
Ross
Leff, P.C.
Kirkland
& Ellis LLP
601
Lexington Avenue
New
York, New York 10022
(212)
446-4800
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 definitions of “large accelerated filer,” “accelerated filer,”
“small reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer
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[ ]
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Accelerated
filer
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[X]
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Non-accelerated
filer
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[ ]
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Smaller
reporting company
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[ ]
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Emerging
growth company
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[ ]
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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. [ ]
DEREGISTRATION
OF SECURITIES
This
Post-Effective Amendment (the “Post-Effective Amendment”) relates to the following Registration Statements
on Form S-8 (collectively, the “Registration Statements”) (note that the share numbers listed below do not
take into account corporate actions, such as stock splits, taken in the interim):
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●
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Registration
Statement No. 333-198056, registering 20,000,000 Common Stock, par value $0.0001 per share (the “Common Stock”),
of Ladenburg Thalmann Financial Services Inc. (“Ladenburg”) issuable under the Ladenburg Thalmann Financial
Services Inc. Amended and Restated 2009 Incentive Compensation Plan.
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●
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Registration
Statement No. 333-163007, registering 25,000,000 shares of Common Stock issuable under the Ladenburg Thalmann Financial Services
Inc. 2009 Incentive Compensation Plan.
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●
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Registration
Statement No. 333-147386, registering 3,000,000 shares of Common Stock issuable under other employee benefit plans.
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Registration
Statement No. 333-139254, registering 15,000,000 shares of Common Stock issuable under the Amended and Restated 1999 Performance
Equity Plan.
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●
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Registration
Statement No. 333-139247, registering 5,000,000 shares of Common Stock issuable under the
Ladenburg Thalmann Financial Services Inc. Qualified Employee Stock Purchase Plan.
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●
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Registration
Statement No. 333-139246, registering 1,500,000 shares of Common Stock issuable under other employee benefit plans.
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Registration
Statement No. 333-130024, registering 19,944,444 under other employee benefit plans.
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Registration
Statement No. 333-124366, registering 12,222,222 shares of Common Stock issuable under other employee benefit plans.
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●
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Registration
Statement No. 333-101361, registering 4,500,000 shares of Common Stock issuable under the 1999 Performance Equity Plan.
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●
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Registration
Statement No. 333-101360, registering 5,000,000 shares of Common Stock issuable under the Ladenburg Thalmann Financial Services
Inc. Qualified Employee Stock Purchase Plan.
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●
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Registration
Statement No. 333-82688, registering 5,500,000 shares of Common Stock issuable under the 1999 Performance Equity Plan.
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On
February 14, 2020, Advisor Group Holdings, Inc. (“Advisor Group”) completed its acquisition of Ladenburg. Pursuant
to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 11, 2019, by and among Ladenburg,
Advisor Group and Harvest Merger Sub, Inc., a Florida corporation and a wholly owned subsidiary of Advisor Group (“Merger
Sub”), Merger Sub merged with and into Ladenburg (the “Merger”), with Ladenburg continuing as the
surviving corporation and a wholly owned subsidiary of Advisor Group in the Merger.
At
the effective time of the Merger (the “Effective Time”), the issued and outstanding shares of common stock,
par value $0.0001 per share (each a “Share” or, collectively, the “Shares”) of Ladenburg
(other than (i) Shares owned by Advisor Group or any of its direct or indirect wholly owned subsidiaries or Ladenburg, and in
each case, not held on behalf of third parties and (ii) restricted stock awards of Ladenburg) were converted into the right to
receive $3.50 per Share in cash, without interest (the “Per Share Merger Consideration”).
As
a result of the Merger, Ladenburg has terminated any and all of the offerings of Ladenburg’s securities pursuant to the
Registration Statement. Ladenburg hereby removes from registration any and all of the securities of Ladenburg registered under
the Registration Statement that remain unsold as of the date of this Amendment, and hereby terminates the effectiveness of each
of the Registration Statements.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, Ladenburg has duly caused this Post-Effective Amendment to the
Registration Statement described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Miami, State of Florida, on the 14th of February, 2020.
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Ladenburg
Thalmann Financial Services Inc.
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By:
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/s/
Nina McKenna
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Name:
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Nina
McKenna
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Title:
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General
Counsel and Secretary
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No
other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance upon Rule 478 under
the Securities Act of 1933, as amended.
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