Post-effective Amendment to an S-8 Filing (s-8 Pos)
June 21 2017 - 5:02PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 21, 2017
Registration No. 333-203098
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
STATE NATIONAL COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
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26-0017421
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1900 L. Don Dodson Drive
Bedford, Texas 76021
(Address of registrants principal executive offices, including zip code)
State National Companies, Inc. 2014 Long-Term Incentive Plan
First Amended and Restated State National Companies, Inc. 2014 Long-Term Incentive Plan
(Full title of the plans
)
David M. Cleff
Executive Vice President of Business Affairs,
General Counsel and Secretary
1900 L. Don Dodson Drive
Bedford, Texas 76021
(817) 265-2000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
J. Brett Pritchard
Locke Lord LLP
111 South Wacker Drive
Chicago, Illinois 60606
(312) 443-0700
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
x
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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 13(a) of the Exchange Act.
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EXPLANATORY NOTE
State National Companies, Inc. (the Company) has previously filed with the Securities and Exchange Commission (the Commission) a Registration Statement on Form S-8 (File No. 333-203098), filed and effective March 30, 2015 (the Original Registration Statement) to register 4,381,500 shares of the Companys common stock, par value $0.001 per share (the Common Stock), originally authorized for issuance under the State National Companies, Inc. 2014 Long-Term Incentive Plan (the Original Plan).
On May 18, 2017 (the Effective Date), the Companys stockholders approved the First Amended and Restated State National Companies, Inc. 2014 Long-Term Incentive Plan, which amended and restated the Original Plan in its entirety (the Amended and Restated Plan). Those shares of Common Stock that were authorized and remained available for issuance under the Original Plan immediately prior to the Effective Date, including shares subject to outstanding awards granted under the Original Plan and any forfeitures of shares under outstanding awards on or after the Effective Date (collectively, the Remaining Original Plan Shares) are, on and after the Effective Date, available for issuance under the Amended and Restated Plan.
This Post-Effective Amendment No. 1 to the Original Registration Statement is being filed with the Commission, as provided in SEC Compliance and Disclosure Interpretation 126.43, to indicate that the Original Registration Statement, as hereby amended, will also cover the issuance of the Remaining Original Plan Shares under the Amended and Restated Plan.
The Amended and Restated Plan amended the Original Plan in certain respects, including to authorize the issuance of an additional 2,000,000 shares of Common Stock under the Amended and Restated Plan (the Additional Shares). The Additional Shares will be registered pursuant to a Registration Statement on Form S-8, filed contemporaneously herewith, and will be available for issuance under the Amended and Restated Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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 Registration Statement (File No. 333-203098) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bedford, State of Texas, on June 21, 2017.
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STATE NATIONAL COMPANIES, INC.
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By:
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/s/ Terry Ledbetter
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Chairman and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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Chairman and Chief Executive Officer
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/s/ Terry Ledbetter
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(
principal executive officer
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June 21, 2017
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Terry Ledbetter
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Executive Vice President, Chief
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/s/ David Hale
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Operating Officer and Chief Financial
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June 21, 2017
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David Hale
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Officer (
principal financial officer and
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principal accounting officer)
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*
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Director
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Gene Becker
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*
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Director
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Marsha Cameron
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*
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Director
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David King
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*
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Director
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Fred Reichelt
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* Indicates the Directors of the Company that sign this Post-Effective Amendment No. 1 to the Registration Statement, by David Cleff, their attorney-in-fact, pursuant to the Power of Attorney signed by such Directors, which Power of Attorney was filed as Exhibit 24.1 to the Original Registration Statement.
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By:
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/s/ David Cleff
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June 21, 2017
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David Cleff
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Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit
No.
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Description of Document
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4.1
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State National Companies, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.11 to the Registrants Registration Statement on Form S-1 filed on July 15, 2014).
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4.2
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First Amended and Restated State National Companies, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on May 22, 2017).
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5.1
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Opinion of Locke Lord LLP.
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23.1
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Consent of Ernst & Young LLP.
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23.2
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Consent of Locke Lord LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (incorporated by reference to Exhibit 24.1 to the Registrants Registration Statement on Form S-8 filed on March 30, 2015).
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