Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments
January 16 2024 - 4:34PM
Edgar (US Regulatory)
As filed with the Securities
and Exchange Commission on January 16, 2024
Registration No. 333-231502
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 or organization) |
(IRS Employer Identification No.) |
5420 Lyndon B. Johnson Freeway,
Suite 1100,
Dallas, Texas 75240
(817) 348-1600
(Address, including zip code, and
telephone number, including area code, of registrant’s principal executive offices)
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, including zip code,
and telephone number, including area code, of agent for service)
Approximate date of commencement
of proposed sale to the public:
From time to time after the effective
date of this registration statement.
If the only securities being registered on this Form
are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. x
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective
amendment to a registration statement pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
Large accelerated filer ¨ |
Accelerated filer ¨ |
|
Non-accelerated filer x |
Smaller reporting company x |
Emerging growth company ¨ |
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period to comply with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act ¨
EXPLANATORY NOTE REGARDING REMOVAL OF SECURITIES
FROM REGISTRATION
Hallmark Financial Services, Inc. (the
“Issuer”) previously registered for resale, under a Registration Statement on Form S-3 (Registration No. 333-231502
the “Registration Statement”), $150,000,000 worth of any combination of debt securities, warrants, stock purchase
contracts, and stock purchase units described in the Registration Statement (collectively, the “Securities”)
to be offered by the Issuer as set forth therein. By filing this Post-Effective Amendment No. 1 to the Registration Statement, the Issuer
hereby removes from registration all of the Securities that remain unissued under the Registration Statement as of the date hereof. The
Registration Statement is hereby amended, as appropriate, to reflect the removal from registration of such Securities.
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-3 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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