Post-effective Amendment to an S-8 Filing (s-8 Pos)
April 12 2018 - 4:33PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 12, 2018
Registration
No. 333-113328
Registration
No. 333-154275
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM
S-8
(Registration No. 333-113328)
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM
S-8
(Registration
No. 333-154275)
UNDER
THE SECURITIES ACT OF 1933
RADIAN GROUP
INC.
(Exact name of registrant as specified in its charter)
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Delaware
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23-2691170
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(State or other jurisdiction of
incorporation of organization)
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(I.R.S. Employer
Identification No.)
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1500 Market Street
Philadelphia, Pennsylvania 19102
(Address of Principal Executive Offices)
Radian Group Inc. Savings Incentive Plan
(Full title of the plan)
Edward J. Hoffman
Senior Executive Vice President, General Counsel and Corporate Secretary
Radian Group Inc.
1500
Market Street
Philadelphia, Pennsylvania 19102
(Name and address of agent for service)
(215)
231-1000
(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, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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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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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This
Post-Effective Amendment relates to the following Registration Statements on Form
S-8
(the
Registration Statements
) filed by Radian Group Inc., a Delaware corporation (the
Registrant
), with the Securities and Exchange Commission:
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Registration Statement
No. 333-113328,
filed on March 5, 2004, which registered the offering of 300,000 shares of the Registrants common stock, par value $0.001
per share (the
Common Stock
), and an indeterminate number of interests pursuant to the Radian Group Inc. Savings Incentive Plan (the
Plan
); and
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Registration Statement
No. 333-154275,
filed on October 15, 2008, which registered the offering of an additional 4,000,000 shares of the Registrants Common Stock
and an indeterminate number of interests pursuant to the Plan.
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Effective January 1, 2018, the Registrants common stock fund (the
Common Stock Fund
) was eliminated as an investment alternative under the Plan. Plan participants who have existing funds invested in the Common Stock Fund may keep their funds invested in such fund, but, effective January 1,
2018, no further contributions will be permitted to the Common Stock Fund. Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statements and, pursuant to the undertakings contained in the Registration Statements to
remove from registration by means of a post-effective amendment any of the securities that had been registered for issuance but remain unsold at the termination of the offering, the Registrant hereby removes from registration 1,894,316 shares of
Common Stock and all interests that were registered for issuance pursuant to the Registration Statements and that remain unsold as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of
such Common Stock and interests.
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form
S-8
and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements on Form
S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania on April 12, 2018.
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RADIAN GROUP INC.
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By:
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/s/ Edward J. Hoffman
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Name:
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Edward J. Hoffman
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Title:
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Senior Executive Vice President
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No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of
1933, as amended.
The Plan
. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer
the employee benefit plan) have duly caused this Post-Effective Amendment No. 1 to the Registration Statements on Form
S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Philadelphia, Commonwealth of Pennsylvania, on April 12, 2018.
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RADIAN GROUP INC. SAVINGS INCENTIVE PLAN
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By:
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/s/ Anita Scott
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Name:
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Anita Scott
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Title:
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Plan Administrator
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