Ambac Financial Group Inc - Securities Registration: Employee Benefit Plan (S-8)
23 Juillet 2008 - 10:06PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on July 23, 2008
Registration
No. 333-_______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
AMBAC
FINANCIAL GROUP, INC.
(Exact
name of Registrant as specified in its charter)
Delaware
(State
or other jurisdiction of
incorporation or
organization)
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13-3621676
(I.R.S.
Employer
Identification
Number)
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|
One
State Street Plaza
New
York, New York 10004
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|
(Address
of Registrant's principal executive offices)
Ambac
1997 Equity Plan
Ambac
1997 Non-Employee Directors Equity Plan
(Full
title of the plan)
_______________
Anne
Gill Kelly, Esq.
Managing
Director, Corporate Secretary
and
Assistant General Counsel
Ambac
Financial Group, Inc.
One
State Street Plaza
New
York, NY 10004
(212)
208-3355
(Name,
address and telephone number of agent for service)
_______________
Copies
to:
George
Spera, Esq.
Shearman
& Sterling
599
Lexington Avenue, New York, NY 10022
(212)
848-4000
CALCULATION
OF REGISTRATION FEE
Title
of Securities to be
Registered
|
Amount
to be
Registered
(1)
|
Proposed
Maximum
Offering Price per
Share(2)
|
Proposed
Maximum
Aggregate
Offering
Price(2)
|
Amount
of
Registration
Fee
|
Common
Stock, U.S.$0.01 par value per share:
|
|
|
|
|
Ambac
1997 Equity Plan
|
6,000,000
|
$2.14
|
$12,840,000
|
$504.61
|
Ambac
1997 Non-Employee Directors
Equity
Plan
|
79,975
|
$2.14
|
$171,146.50
|
$6.73
|
|
120,025
|
$2.63
|
$315,665.75
|
$12.41
|
TOTAL:
|
6,200,000
|
|
$13,326,812.25
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$523.75
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(1)
|
This
registration statement on Form S-8 (this
“
Registration
Statement
”
) is being
filed to register (i) 6,000,000 shares of common stock, U.S.$0.01 par
value per share (“
Common Stock
”),
of Ambac Financial Group, Inc. (the “
Company
”)
available for issuance under the Ambac 1997 Equity Plan (the “
Equity Plan
”)
and (ii) 200,000 shares of Common Stock of the Company available for
issuance under the Ambac 1997 Non-Employee Directors Equity Plan (the
“
Directors
Plan
”). Pursuant to Rule 416(c) under the Securities Act
of 1933 (the “
Securities
Act
”), this Registration Statement also covers such number of
additional shares that may become available for purchase pursuant to the
Equity Plan and the Directors Plan in the event of certain changes in the
outstanding shares of Common Stock, including reorganizations, mergers,
recapitalizations, restructurings, stock dividends, stock splits, reverse
stock splits and reclassifications.
|
|
(2)
|
The
proposed maximum offering price per share and proposed maximum offering
price have been calculated (i) as to 120,025 shares under the Director
Plan, based on a price of $2.63 per share, which was the weighted average
price used to determine awards made prior to the date of the filing of
this Registration Statement; and (ii) as to 6,000,000 shares under the
Equity Plan and 79,975 shares under the Directors Plan, estimated solely
for the purpose of calculating the registration fee pursuant to Rule
457(c) and 457(h) under the Securities Act, based upon the average of the
high and low prices for the Company's Common Stock reported on the New
York Stock Exchange on July 18,
2008.
|
STATEMENT
PURSUANT TO GENERAL INSTRUCTION E
TO
FORM S-8
The
contents of the Registration Statement on Form S-8 (File No. 333-52449) that
Ambac Financial Group, Inc. (the “
Company
”) filed with
the Securities and Exchange Commission on May 12, 1998, and of the Registration
Statement on Form S-8 (File No. 333-110145) that the Company filed with the
Securities and Exchange Commission on October 31, 2003, are hereby incorporated
by reference.
Explanatory
Statement
The
shares covered by this Registration Statement may be offered and sold to
employees and non-employee directors of the Company and its subsidiaries under
the following plans:
|
·
|
6,000,000
shares under the Company's 1997 Equity Plan (the “
Equity
Plan
”);
and
|
|
·
|
200,000
shares under the Company's 1997 Non-Employee Directors Equity Plan (the
“
Directors
Plan
”).
|
On June
3, 2008, the Company's stockholders approved amendments to the Equity Plan and
the Directors Plan that, among other things, increased by 6,000,000 the number
of shares over which the Company may make awards under the Equity Plan and
increased by 200,000 the number of shares over which the Company may make awards
under the Directors Plan.
Information not in earlier
registration statement
Item: 5
|
Interests of Named Experts and
Counsel
|
Anne Gill
Kelly, Esq., Managing Director, Corporate Secretary and Assistant General
Counsel of the Company, has given an opinion on the validity of the securities
being registered. Ms. Kelly beneficially owns, or has the right to
acquire under Ambac's employee benefit plans, an aggregate of less than 1%
of Ambac's common
stock.
SIGNATURES
Pursuant
to the requirements of the Securities Act, Ambac Financial Group, Inc. 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 New York,
New York on July 23, 2008.
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AMBAC
FINANCIAL GROUP, INC.
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By
:
|
/s/
Anne Gill Kelly
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Name:
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Anne Gill
Kelly
|
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Title:
|
Managing
Director, Corporate Secretary
and Assistant
General Counsel
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POWER
OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature to this Registration Statement appears below
hereby constitutes and appoints each of Gregg L. Bienstock, Kevin J. Doyle and
Anne Gill Kelly as such person's true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act
of 1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto each said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that
each said attorney-in-fact and agent, or any substitute therefore, may lawfully
do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, the following persons have
signed this Registration Statement in the indicated capacities on July 22,
2008.
Signature
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Title
|
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/s/
Michael A. Callen
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Chairman
and Interim President and Chief
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Michael
A. Callen
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Executive
Officer (Principal Executive Officer)
|
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/s/
Sean T. Leonard
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Senior
Vice President and Chief Financial
|
Sean
T. Leonard
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Officer
(Principal Financial and Accounting Officer)
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Director
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Jill
M. Considine
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/s/
Paul DeRosa
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Director
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Paul
DeRosa
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/s/
Philip N. Duff
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Director
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Philip
N. Duff
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/s/
Thomas C. Theobald
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Director
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Thomas
C. Theobald
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/s/
Laura S. Unger
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Director
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Laura
S. Unger
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/s/
Henry D.G. Wallace
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Director
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Henry
D. G. Wallace
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Exhibit
Index
The
following exhibits are filed as part of this Registration
Statement:
Exhibit
No.
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Description of
Document
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4.01
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Conformed
Copy of the Amended and Restated Certificate of Incorporation of the
Company filed with the Secretary of State of the State of Delaware on July
11, 1997. (Filed as Exhibit 4.05 to the Company's Quarterly Report for the
quarter ended September 30, 1997 and incorporated herein by
reference.)
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4.02
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Conformed
Copy of the Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Ambac Financial Group, Inc. filed with the
Secretary of State of the State of Delaware on May 13, 1998. (Filed as
Exhibit 4.04 to the Ambac Financial Group Inc.'s Quarterly Report for the
quarter ended June 30, 1998 and incorporated herein by
reference.)
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4.03
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Conformed
Copy of the Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Ambac Financial Group, Inc. filed with the
Secretary of State of the State of Delaware on May 28, 2004. (Filed as
Exhibit 3.03 to Ambac Financial Group, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2004 and incorporated herein by
reference.)
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4.04*
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Conformed
Copy of the Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Ambac Financial Group, Inc. filed with the
Secretary of State of the State of Delaware on June 20,
2008.
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4.05
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By-laws
of the Company, as amended through May 8, 2007. (Filed as Exhibit 3.05 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2007 and incorporated herein by reference.)
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4.06
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Definitive
Engraved Stock Certificate representing shares of Common Stock. (Filed as
Exhibit 4.01 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1997 and incorporated herein by
reference.)
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4.07*
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Ambac
1997 Equity Plan, as amended through June 3, 2008.
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4.08*
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Ambac
1997 Non-Employee Directors Equity Plan, as amended through June 3,
2008.
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5.01*
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Opinion
of Anne Gill Kelly, Managing Director, Corporate Secretary
and
Assistant General Counsel of Ambac Financial Group,
Inc.
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23.01*
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Consent
of KPMG LLP.
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23.02*
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Consent
of Anne Gill Kelly (included in Exhibit 5).
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24.01*
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Power
of Attorney (included on signature pages).
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* Filed
herewith
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