Post-effective Amendment to an S-8 Filing (s-8 Pos)
July 01 2013 - 4:41PM
Edgar (US Regulatory)
Registration Nos. 333-184755
333-160494
333-158667
333-139288
333-112348
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-184755
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-160494
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-158667
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-139288
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-112348
UNDER
THE SECURITIES ACT OF 1933
National
Financial Partners Corp.
(Exact name of registrant as specified in its charter)
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Delaware
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13-4029115
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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340 Madison Avenue, 20
th
Floor
New York, New York
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10173
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code (212) 301-4000
EMPLOYMENT INDUCEMENT AWARD CONSISTING OF RESTRICTED STOCK UNITS GRANTED TO ANNEMARIE LONG
NATIONAL FINANCIAL PARTNERS CORP. 2009 STOCK INCENTIVE PLAN
EMPLOYMENT INDUCEMENT AWARD CONSISTING OF RESTRICTED STOCK UNITS GRANTED TO DONNA J. BLANK
NATIONAL FINANCIAL PARTNERS CORP. EMPLOYEE STOCK PURCHASE PLAN
NATIONAL
FINANCIAL PARTNERS CORP. 1998 STOCK INCENTIVE PLAN
NATIONAL FINANCIAL PARTNERS CORP. 2000 STOCK INCENTIVE PLAN
NATIONAL FINANCIAL PARTNERS CORP. 2002 STOCK INCENTIVE PLAN
NATIONAL FINANCIAL PARTNERS CORP. 2000 STOCK INCENTIVE PLAN FOR PRINCIPALS AND MANAGERS
NATIONAL FINANCIAL PARTNERS CORP. 2002 STOCK INCENTIVE PLAN FOR PRINCIPALS AND MANAGERS
(Full Title of the Plans)
Stancil E. Barton, Esq.
Executive Vice President and General Counsel
National Financial Partners Corp.
340 Madison Avenue, 20th Floor
New York, New York, 10173
(212) 301-4000
(212) 301-4001 (facsimile)
(Name, address, including zip code, 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 or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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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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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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EXPLANATORY NOTE
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
):
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Registration Statement No. 333-184755 registering 12,484 shares of common stock, $0.10 par value per share (
Common Stock
), of
National Financial Partners Corp., a Delaware corporation (the
Company
), reserved for issuance under the Employment Inducement Award Consisting of Restricted Stock Units Granted to Annemarie Long.
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Registration Statement No. 333-160494 registering 3,850,000 shares of Common Stock of the Company reserved for issuance under the National
Financial Partners Corp. 2009 Stock Incentive Plan.
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Registration Statement No. 333-158667 registering 25,775 shares of Common Stock of the Company reserved for issuance under the Employment
Inducement Award Consisting of Restricted Stock Units Granted to Donna Blank.
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Registration Statement No. 333-139288 registering 3,500,000 shares of Common Stock of the Company reserved for issuance under the National
Financial Partners Corp. Employee Stock Purchase Plan.
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Registration Statement No. 333-112348 registering 3,609,646 shares of Common Stock of the Company reserved for issuance under the:
(i) National Financial Partners Corp. 1998 Stock Incentive Plan; (ii) National Financial Partners Corp. 2000 Stock Incentive Plan; (iii) National Financial Partners Corp. 2002 Stock Incentive Plan; (iv) National Financial
Partners Corp. 2000 Stock Incentive Plan of Principals and Managers; and (v) National Financial Partners Corp. 2002 Stock Incentive Plan of Principals and Managers, and registering 6,593,636 shares of Common Stock of the Company issuable upon
exercise of options outstanding as of December 31, 2003.
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Effective as of July 1, 2013 (the
Effective Time
), pursuant to the Agreement and Plan of Merger, dated as of April 14, 2013, by and among Patriot Intermediate Holdings B Corp. (formerly known as Patriot Parent Corp.), a Delaware corporation
(
Parent
), Patriot Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (
Merger Sub
), and the Company, Merger Sub merged with and into the Company (the
Merger
),
with the Company surviving the Merger as a wholly owned subsidiary of Parent. In connection with the Merger, all issued and outstanding shares of Common Stock converted into the right to receive cash, other than certain excluded shares. As a result
of the Merger, the offering of shares of Company Common Stock under the plans listed above and the offerings under the Registration Statements have been terminated. In accordance with the undertakings made by the Company to deregister from
registration, by means of a post-effective amendment, any of the securities under the Registration Statements which remain unsold at the termination of the offerings, the Company deregisters from registration all securities previously registered
under the Registration Statements which remained unsold as of the Effective Time, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, 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 to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, New York, on this 1st day of July, 2013.
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NATIONAL FINANCIAL PARTNERS CORP.
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By:
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/s/ Stancil E. Barton
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Name:
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Stancil E. Barton
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Title:
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Executive Vice President and General Counsel
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Note: no other person is required to sign this post-effective amendment to the Registration Statements on Form S-8
in reliance on Rule 478 of the Securities Act of 1933, as amended.
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