Kmg America Corp - Post-Effective Amendment to an S-8 filing (S-8 POS)
November 30 2007 - 5:15PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 30, 2007
Registration Statement No. 333-136634
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
KMG America Corporation
(Exact Name of Registrant as Specified in Its Charter)
Virginia
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1-32377
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20-1377270
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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12600 Whitewater Drive, Suite 150
Minnetonka, MN 55343
(Address of Principal Executive Offices, Including Zip Code)
KMG America Corporation
2004 Equity Incentive Plan
(Full Title of the Plan)
Melvin E. Tull, III, Esq.
Hunton & Williams LLP
Riverfront Plaza, East Tower
951 E. Byrd Street
Richmond, Virginia 23219-4074
(804) 788-8200
(804) 788-8218 (Fax)
(Name, Address, Including Zip Code, and Telephone Number Including Area Code, of Agent for Service)
EXPLANATORY STATEMENT: DEREGISTRATION OF SECURITIES
On August 14, 2006, KMG America Corporation (the Company) filed a registration statement on Form S-8 (No. 333-136634) (the Registration Statement), which registered 1,000,000 shares of common stock of the Company, par value $0.01 per share (the Common Stock), to be offered or sold pursuant to the KMG America Corporation 2004 Equity Incentive Plan (the Plan).
On November 30, 2007, (the Closing Date), pursuant to an Agreement and Plan of Merger, dated as of September 7, 2007, by and among the Company, Humana Inc. (Humana) and Hum VM, Inc., a wholly-owned subsidiary of Humana (Merger Sub), Merger Sub merged with and into the Company (the Merger), with the Company surviving the Merger as a wholly-owned subsidiary of Humana. The Company intends to file with the Securities and Exchange Commission a Certification and Notice of Termination and Suspension on Form 15 with respect to the Common Stock.
As a result of the Merger, the Company has terminated all offerings of the Companys securities under the Registration Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all securities reserved for issuance under the Plan which remain unissued on the Closing Date.
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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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville, State of Kentucky on November 30, 2007.
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KMG AMERICA CORPORATION
(Registrant)
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By:
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/s/ Michael B. McCallister
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Michael B. McCallister
Chairman and Chief Executive Officer
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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 signed by the following persons in the capacities indicated on November 30, 2007.
Signature
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Title
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By:
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/s/ Michael B. McCallister
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Director, Chairman & Chief Executive Officer
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Michael B. McCallister
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(Principal Executive Officer)
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By:
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/s/ James H. Bloem
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Director, Senior Vice President, Chief Financial Officer & Treasurer
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James H. Bloem
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(Principal Financial Officer & Principal Accounting Officer)
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By:
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/s/ James E. Murray
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Director
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James E. Murray
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