As filed
with the Securities and Exchange Commission on July 31, 2008
Registration
No. 333-128977
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST
EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION
STATEMENT ON FORM S-8
UNDER
THE
SECURITIES ACT OF 1933
NATIONAL
ATLANTIC HOLDINGS CORPORATON
(Exact
name of registrant as specified in its charter)
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New
Jersey
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6331
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22-3316586
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(State
or other jurisdiction of
incorporation
or organization)
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(Primary
Standard Industrial
Classification
Code Number)
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(I.R.S.
Employer
Identification
No.)
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4 Paragon
Way
Freehold, NJ
07728
(732) 665-1100
(Address
of principal executive offices, including zip code)
NATIONAL
ATLANTIC HOLDINGS CORPORATION
NONSTATUTORY
STOCK OPTION AGREEMENTS FOR THE ESTATE OF FRANK P. CAMPION
Chairman and Chief
Executive Officer
National Atlantic
Holdings Corporation
4 Paragon
Way
Freehold, NJ
07728
(732) 665-1100
(Name,
address and telephone number, including area code, of agent for
service)
Michael
Groll, Esq.
Gary
Boss, Esq.
Dewey
& LeBoeuf, L.L.P.
1301
Avenue of the Americas
New
York, NY 10019-6092
DEREGISTRATION
OF SECURITIES
On July
31, 2008, pursuant to the Agreement and Plan of Merger ("Merger Agreement")
dated as of March 13, 2008 and subsequently amended and restated, among
Palisades Safety and Insurance Association, an insurance exchange organized
under NJSA 17:50-1
et
seq.
("Palisades"), Apollo Holdings, Inc., a New Jersey corporation
wholly owned by Palisades (the "Merger Sub"), and National Atlantic Holdings
Corporation, a New Jersey corporation (the "Company"), the Merger Sub merged
into and with the Company with the Company continuing as the surviving
entity. Immediately following the merger, the Company became a
wholly-owned subsidiary of Palisades. Each common share of the
Company (other than shares of Company common stock owned by us and our
subsidiaries), no par value of the Company, issued and outstanding immediately
prior to the effective time of the merger will be converted into the right to
receive $6.25 in cash, without interest.
As a
result, the Company has terminated all offerings of its common stock pursuant to
its existing registration statements, including the Company's Registration
Statement on Form S-8 (File No. 333-128977) (the "Registration
Statement"). In accordance with an undertaking made by the Company in
its Registration Statement to remove from registration, by means of a
post-effective amendment, any shares of the Company's common stock which remain
unsold at the termination of the offering, the Company hereby removes from
registration all shares of its common stock under the Registration Statement
which remained unsold as of the effective time of the merger.
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 on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Freehold, State of New
Jersey, on this 31st day of July, 2008.
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NATIONAL
ATLANTIC
HOLDINGS
CORPORATION
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By:
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/s/
James V. Gorman
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By:
James V. Gorman
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Title:
Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment
on Form S-8 Registration Statement has been signed by the following persons in
the capacities indicated below, which includes a majority of the board of
directors, on this 31st day of July, 2008.
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/s/ James V.
Gorman
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Chief
Executive Officer, Director
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James
V. Gorman
/s/ Frank J.
Prudente
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Chief
Financial Officer, Treasurer
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Frank
J. Prudente
/s/ Mark A.
Heid
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Controller
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Mark A. Heid
/s/ Candace L. Straight
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Director
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Candace L. Straight
/s/ Peter A. Cappello, Jr.
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Director
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Peter A.
Cappello, Jr.
/s/ Martin
Krupnick
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Director
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Martin
Krupnick
/s/ Neal
Golding
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Director
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Neal
Golding
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