Post-effective Amendment to an S-8 Filing (s-8 Pos)
13 Juin 2014 - 11:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
P
OST
-E
FFECTIVE
A
MENDMENT
N
O
. 1
TO
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
DFC Global Corp.
(Exact
name of registrant as specified in its charter)
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Delaware
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23-2636866
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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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1436 Lancaster Avenue, Suite 300,
Berwyn, Pennsylvania
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19312
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(Address of Principal Executive Offices)
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(Zip Code)
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DOLLAR FINANCIAL CORP. 1999 STOCK INCENTIVE PLAN
DOLLAR FINANCIAL CORP. 2005 STOCK INCENTIVE PLAN
(Full title of the plan)
Jeffrey A. Weiss
Chief
Executive Officer
1436 Lancaster Avenue, Suite 300
Berwyn, Pennsylvania, 19312-1288
(Name and address of agent for service)
(610) 296-3400
(Telephone number, including area code, of agent for service)
Copies of communications to:
Barry M. Abelson, Esq.
Brian M. Katz, Esq.
Pepper Hamilton LLP
3000
Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103
(215) 981-4000
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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TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration No. 333-123320) of DFC Global
Corp., a Delaware corporation (the Company), filed with the U.S. Securities and Exchange Commission on March 15, 2005 (the Registration Statement). The Registration Statement registered 781,440 shares of the
Companys common stock, par value $0.001 (Common Stock), purchasable upon exercise of options outstanding as of March 15, 2005 to purchase Common Stock under the Dollar Financial Corp. 1999 Stock Incentive Plan (the Stock
Incentive Plan), and 1,718,695 shares of Common Stock, issuable under the Dollar Financial Corp. 2005 Equity Incentive Plan (the Equity Incentive Plan and, together with the Stock Incentive Plan, the Plans).
On June 13, 2014, pursuant to an Agreement and Plan of Merger, dated April 1, 2014, among LSF8 Sterling Merger Parent, LLC, a
Delaware limited liability company (as successor in interest to LSF8 Sterling Parent, LLC, the Parent), LSF8 Sterling Merger Sub, LLC, a Delaware limited liability company (as successor in interest to LSF8 Sterling Merger Company, LLC,
the Purchaser) and the Company, Purchaser merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the Merger). The Certificate of Merger was filed with the Secretary of State of
the State of Delaware and became effective at 9:15 a.m., Eastern Daylight Time, on June 13, 2014.
As a result of the Merger, the
Company has terminated the Plans, and no additional Common Stock will be issued thereunder. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any
of the Common Stock which remains unsold at the termination of the Plans, the Company hereby removes from registration all of its Common Stock under the Registration Statement that remains unsold as of the effective time of the Merger.
This Post-Effective Amendment No. 1 to the Registration Statement is being filed solely for the purpose of deregistering any and all
Common Stock previously registered under the Registration Statement that remain unsold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, DFC Global Corp., certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on this Post-Effective Amendment No. 1 to the Registration Statement and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of Berwyn, Commonwealth of Pennsylvania, on June 13, 2014.
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DFC G
LOBAL
C
ORP
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By:
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/s/ Randy Underwood
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Randy Underwood
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Executive Vice President, Chief Financial Officer and Assistant Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to
the Registration Statement has been duly signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Jeffrey A. Weiss
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Chief Executive Officer
(Principal Executive Officer)
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June 13, 2014
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Jeffrey A. Weiss
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/s/ Randy Underwood
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Executive Vice President, Chief Financial Officer and
Assistant Secretary
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June 13, 2014
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Randy Underwood
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(Principal Financial Officer)
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/s/ William M. Athas
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Senior Vice President, Finance, Chief Accounting
Officer and Corporate Controller
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June 13, 2014
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William M. Athas
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(Controller or Principal Accounting Officer)
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/s/ Bradley Boggess
Bradley Boggess
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Director
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June 13, 2014
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/s/ Derrick Robicheaux
Derrick Robicheaux
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Director
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June 13, 2014
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