Post-effective Amendment to an S-8 Filing (s-8 Pos)
September 20 2022 - 5:17PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on September 20, 2022
Registration No. 333-192525
Registration No. 333-172427
Registration No. 333-126095
Registration No. 333-76748
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
POST-EFFECTIVE AMENDMENT NO. 1 (NO. 333-192525)
POST-EFFECTIVE AMENDMENT NO. 2 (NO. 333-172427)
POST-EFFECTIVE AMENDMENT NO. 2 (NO. 333-126095)
POST-EFFECTIVE AMENDMENT NO. 2 (NO. 333-76748)
TO
FORM S-8
REGISTRATION
STATEMENT UNDER
THE SECURITIES ACT OF 1933
GAMCO INVESTORS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization) |
13-4007862
(I.R.S. Employer Identification No.) |
|
191 Mason Street, Greenwich, CT 06830
One Corporate Center, Rye, NY 10580
(203) 629-2726
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices) |
____________________________
GAMCO INVESTORS, INC. 2002 STOCK AWARD AND INCENTIVE
PLAN
GAMCO INVESTORS, INC. 1999 STOCK AWARD AND INCENTIVE
PLAN
(Full title of the plan)
____________________________
Peter Goldstein
GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580
(914) 921-3700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________________
With a copy to:
Elizabeth Gonzalez-Sussman, Esq.
Kenneth A. Schlesinger, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
____________________________
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 ¨ |
Accelerated filer ý |
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Non-accelerated filer ¨ |
Smaller reporting company ý |
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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/DEREGISTRATION OF SECURITIES
GAMCO
Investors, Inc., a Delaware corporation (“GAMCO” or the “Company”), is filing these post-effective amendments
(the “Post-Effective Amendments”) to the following Registration Statements on Form S-8 (the “Registration Statements”),
which have been previously filed with the Securities and Exchange Commission (the “SEC”), to deregister any and all shares
of the Company’s Class A Common Stock, par value $0.001 per share (the “Common Stock”) registered but unsold or otherwise
unissued under each such Registration Statement as of the date hereof:
| 1. | Registration Statement No. 333-76748, filed with the SEC on January 15, 2002, as
amended by that certain Post-Effective Amendment No. 1 filed with the SEC on November 25, 2013, registering 1,500,000 shares of
Common Stock issuable under the GAMCO Investors, Inc. 1999 Stock Award and Incentive Plan. |
| 2. | Registration Statement No. 333-126095, filed with the SEC on June
23, 2005, as amended by that certain Post-Effective Amendment No. 1 filed with the SEC on November 25, 2013, registering 545,000 shares
of Common Stock issuable under the GAMCO Investors, Inc. 2002 Stock Award and Incentive Plan. |
| 3. | Registration Statement No. 333-172427, filed with the SEC on February
24, 2011, as amended by that certain Post-Effective Amendment No. 1 filed with the SEC on November 25, 2013, registering 955,000 shares
of Common Stock issuable under the GAMCO Investors, Inc. 2002 Stock Award and Incentive Plan. |
| 4. | Registration Statement No. 333-192525, filed with the SEC on November
25, 2013, registering 2,000,000 shares of Common Stock issuable under the GAMCO Investors, Inc. 2002 Stock Award and Incentive Plan. |
On
September 16, 2022, the Company announced its intention to apply for the voluntary delisting of the Common Stock from the New York
Stock Exchange and the voluntary deregistration from the reporting requirements under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), with the SEC. In connection with the Company’s voluntary decision to delist and deregister, the
Company has terminated any and all offerings pursuant to the Registration Statements. Accordingly,
this filing is made pursuant to an undertaking made by the Company in Part II of each Registration Statement 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 each
offering. The Company, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements and
removes from registration any and all securities registered but unsold or otherwise unissued under the Registration Statements as of the
date hereof.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended (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 these Post-Effective Amendments to the Registration
Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rye, State of New York
on September 20, 2022.
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GAMCO INVESTORS, INC. |
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By: |
/s/ Kieran Caterina |
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Name: |
Kieran Caterina |
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Title: |
Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) |
No other person is required
to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933.
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