Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments
16 Janvier 2024 - 10:30PM
Edgar (US Regulatory)
As filed with the Securities
and Exchange Commission on January 16, 2024
Registration No. 333-140000
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
HALLMARK
FINANCIAL SERVICES, INC.
(Exact name of registrant as specified
in its charter)
Nevada |
87-0447375 |
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
5420 Lyndon B. Johnson Freeway, Suite 1100, Dallas, Texas. |
76102 |
(Address of principal executive offices) |
(Zip Code) |
Hallmark Financial Services,
Inc. 2005 Long Term Incentive Plan
(Full title of the plan)
Christopher J. Kenney
President and Chief Executive
Officer
Hallmark Financial Services,
Inc.
5420 Lyndon B. Johnson Freeway,
Suite 1100,
Dallas, Texas 75240
(817) 348-1600
(Name, address, 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.
Large accelerated filer ¨ |
Accelerated filer ¨ |
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Non-accelerated filer x |
Smaller reporting company x |
Emerging growth company ¨ |
EXPLANATORY NOTE TO DEREGISTRATION
OF SECURITIES
Hallmark Financial Services, Inc. (the “Registrant”)
is filing this post-effective amendment to deregister certain of the securities originally registered pursuant to the Registration Statement
(File No. 333-140000) filed with the Securities and Exchange Commission on January 16, 2007 (the “Registration Statement”)
with respect to 833,333 shares of the Registrant’s common stock (“Common Stock”), to be issued under the
Hallmark Financial Services, Inc. 2005 Long Term Incentive Plan (the “2005 LTIP”).
The Registrant is filing this Post-Effective Amendment
to the Registration Statement to deregister, as of the date hereof, all Common Stock registered pursuant to the Registration Statement
that remain unsold or otherwise unissued as of the filing of this post-effective amendment.
SIGNATURES
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 this Amendment No. 1 on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on the 16th day of January, 2024.
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HALLMARK FINANCIAL SERVICES, INC. |
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By: |
/s/ Christopher J. Kenney |
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Christopher J. Kenney |
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President and Chief Executive Officer & Chief Financial Officer (Principal Executive and Principal Financial Officer) |
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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/s/ Mark E. Schwarz |
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Chairman and Director |
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January 16, 2024 |
Mark E. Schwarz |
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/s/ Christopher J. Kenney |
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President Chief Executive Officer & Chief |
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January 16, 2024 |
Christopher J. Kenney |
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Financial Officer (Principal Executive and |
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Principal Accounting Officer). |
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/s/ Scott T. Berlin |
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Director |
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January 16, 2024 |
Scott T. Berlin |
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/s/ Doug Slape |
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Director |
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January 16, 2024 |
Doug Slape |
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/s/ Mark E. Pape |
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Director |
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January 16, 2024 |
Mark E. Pape |
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