Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments
March 01 2024 - 6:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Luther Burbank Corporation
(Exact name of registrant as specified in its charter)
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California |
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68-0270948 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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520 Third Street, Fourth Floor, Santa Rosa, California |
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95401 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Luther Burbank Corporation Omnibus Equity and Incentive Compensation Plan
(Full title of the plan)
Brent J. Beardall
President and Chief Executive Officer
WaFd, Inc.
425 Pike
Street
Seattle, Washington 98101
(Name and address of agent for service)
(206) 624-7930
(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.
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☒ |
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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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☐ |
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
This Post-Effective Amendment No. 1 relating to the following Registration Statement on Form S-8 (the Prior
Registration Statement) is being filed by Luther Burbank Corporation (the Registrant or LBC) to terminate the offering under the Prior Registration Statement and to deregister any and all shares of LBC common stock, no
par value (the Shares), together with any and all plan interests and other securities registered but unsold as of the date hereof thereunder (note that the Share number listed below does not take into account any applicable corporate
actions, such as stock splits, that may have been taken in the interim):
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1. |
Registration Statement on Form
S-8, File No. 333-221981, filed with the Securities and Exchange Commission (the Commission) on December 11, 2017, relating to the
registration of 4,095,544 Shares issuable pursuant to the Luther Burbank Corporation Omnibus Equity and Incentive Compensation Plan. |
On
November 13, 2022, LBC and WaFd, Inc. (f/k/a Washington Federal, Inc.), a Washington corporation (WaFd), entered into an Agreement and Plan of Reorganization, pursuant to which, on March 1, 2024, LBC merged with and into WaFd
(the Merger), with WaFd as the surviving institution.
In connection with the Merger, LBC has terminated all offerings of LBCs
securities pursuant to the Prior Registration Statement. Accordingly, pursuant to the undertakings made by LBC in the Prior Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that remain
unsold at the termination of the offerings, this Post-Effective Amendment No. 1 hereby removes from registration all of such securities registered under the Prior Registration Statement that remain unsold as of the date of this Post-Effective
Amendment No. 1.
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 this Post-Effective Amendment No. 1 to the Prior Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Seattle, State of Washington, on March 1, 2024.
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WAFD, INC. (as successor by merger to Luther Burbank Corporation) |
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By: |
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/s/ Brent J. Beardall |
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Brent J. Beardall |
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President and Chief Executive Officer |
No other person is required to sign this Post-Effective Amendment No. 1 to the Prior Registration Statement in
reliance upon Rule 478 under the Securities Act of 1933, as amended.
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