- Post-Effective Amendment to an S-8 filing (S-8 POS)
May 24 2010 - 11:25AM
Edgar (US Regulatory)
Registration No. 333-115902
Registration No. 333-134531
Registration No. 333-150908
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO:
FORM S-8
REGISTRATION STATEMENT NO. 333-115902
FORM S-8
REGISTRATION STATEMENT NO. 333-134531
FORM S-8
REGISTRATION STATEMENT NO. 333-150908
UNDER
THE
SECURITIES ACT OF 1933
ZENITH NATIONAL INSURANCE CORP.
(Exact Name of
Registrant as Specified in Its Charter)
Delaware
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95-2702776
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(State or Other
Jurisdiction of Incorporation or Organization)
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(IRS Employer
Identification No.)
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21255 Califa Street
Woodland Hills, California 91367
(Address of
Principal Executive Offices) (Zip Code)
Zenith National Insurance Corp. 2004 Restricted
Stock Plan
(Full Title of
the Plan)
Michael E. Jansen
Zenith National Insurance Corp.
21255 Califa Street
Woodland Hills, California 91367
(Name and
Address Of Agent For Service)
(818) 713-1000
(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 definition of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2
of the Exchange Act. (Check one):
Large
accelerated filer
x
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Accelerated
filer
o
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Non-accelerated
filer
o
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Smaller
reporting company
o
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(Do
not check if smaller reporting company)
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DEREGISTRATION
OF SECURITIES
On
May 26, 2004, Zenith National Insurance Corp. (the Registrant), filed
Registration Statement No. 333-115902 on Form S-8 (the 2004
Registration Statement) pursuant to which the Registrant registered the
offering of 250,000 shares of its common stock, par value $1.00 per share (the Common
Stock) under the Zenith National Insurance Corp. 2004 Restricted Stock Plan
(the Restricted Stock Plan). On October 11,
2005, the Registrant effected a 3-for-2 stock split in the form of a stock
dividend. As a result of the
antidilution provision of the Restricted Stock Plan, the number of shares of
Common Stock available to be offered under the 2004 Registration Statement increased
to 375,000 shares.
On
May 26, 2006, the Registrant filed Registration Statement No. 333-134531
on Form S-8 (the 2006 Registration Statement) registering the offering
of an additional 250,000 shares of Common Stock to be offered or sold by the
Registrant under the Restricted Stock Plan.
On
May 14, 2008, the Registrant filed Registration Statement No. 333-150908
on Form S-8 (the 2008 Registration Statement) registering the offering
of an additional 370,000 shares of Common Stock to be offered or sold by the
Registrant under the Restricted Stock Plan.
On
May 20, 2010, pursuant to the Agreement and Plan of Merger dated as of February 17,
2010, among Fairfax Financial Holding Limited, a Canadian corporation (Parent),
Fairfax Investments II USA Corp., a Delaware corporation and an indirect wholly
owned subsidiary of Parent (Merger Sub), and the Registrant, Merger Sub
merged with and into the Registrant with the Registrant continuing as the
surviving corporation and an indirect wholly owned subsidiary of Parent (the Merger). As a result of the Merger, the Registrant has
terminated all offerings of Common Stock pursuant to its existing registration
statements, including the 2004 Registration Statement, the 2006 Registration
Statement and the 2008 Registration Statement. Shares of Common Stock will no
longer be offered or sold under the Restricted Stock Plan. In accordance with an undertaking made by the
Registrant in each of the 2004 Registration Statement, the 2006 Registration
Statement and the 2008 Registration Statement to remove from registration, by
means of a post-effective amendment, any shares of Common Stock that remain
unsold at the termination of the relevant offering, the Registrant hereby
removes from registration all shares of its Common Stock previously authorized
under any of the 2004 Registration Statement, the 2006 Registration and the
2008 Registration Statement to be offered or sold by the Registrant under the
Restricted Stock Plan and that remained unsold as of the effective time of the
Merger.
This
Post-Effective Amendment No. 1 is being filed in accordance with the
requirements of Item 512(a)(3) of Regulation S-K.
SIGNATURE
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 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Woodland Hills, State of
California, on this 24th day May, 2010.
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ZENITH
NATIONAL INSURANCE CORP.
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By:
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/s/ Michael E. Jansen
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Michael E. Jansen
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Executive
Vice President and General Counsel
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