- Post-Effective Amendment to an S-8 filing (S-8 POS)
November 13 2009 - 5:08PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 13, 2009.
Registration No. 333-124239
Registration No. 333-142531
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment to Form S-8 Registration No. 333-124239
Post-Effective Amendment to Form S-8 Registration No. 333-142531
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPECIALTY UNDERWRITERS ALLIANCE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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20-0432760
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification Number)
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222 South Riverside Plaza
Chicago, Illinois 60606
(888) 782-4672
(Address of principal executive offices, including zip code)
2004 Stock Option Plan
2007 Stock Incentive Plan
(Full title of the plans)
Scott Goodreau, Esq.
General Counsel
SPECIALTY UNDERWRITERS ALLIANCE, INC.
222 South Riverside Plaza
Chicago, Illinois 60606
(Name and address of agent for service)
(888) 782-4672
(Telephone number, including area code of agent for service)
With a copy to:
Christopher J. Doyle, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
(212) 806-5400
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated filer
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Accelerated filer
þ
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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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DEREGISTRATION OF SECURITIES
This Post Effective Amendment (the Amendment) relates to the following Registration
Statements on Form S-8 (collectively, the Registration Statements):
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Registration Statement 333-124239 registering 850,000 shares of common stock, par value
$0.01 per share (the Common Stock), of Specialty Underwriters Alliance, Inc. (the
Company) for the Companys 2004 Stock Option Plan (the 2004 Plan).
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Registration Statement 333-142531 registering 800,000 shares of Common Stock for the
Companys 2007 Stock Incentive Plan (the 2007 Plan and together with the 2004 Plan, the
Plans).
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On July 22, 2009, the Company executed an Amended and Restated Agreement and Plan of Merger,
effective as of June 21, 2009 (the Merger Agreement), with Tower Group, Inc. (Tower) and Tower
S.F. Merger Corporation (Merger Sub) pursuant to which Merger Sub merged into the Company, with
the Company continuing as the surviving corporation and a wholly-owned subsidiary of Tower (the
Merger), effective on November 13, 2009 (the Effective Time), upon the filing of a
Certificate of Merger with the Secretary of the State of Delaware.
As a result of the Merger and at the Effective Time, each share of Common Stock and Class B
common stock, par value $0.01 issued and outstanding immediately prior to the Merger was cancelled
(excluding any shares held in treasury by the Company, owned by Tower or any wholly-owned
subsidiary of Tower, owned by any direct or indirect subsidiary of the Company (other than Common
Stock held in an investment portfolio)) and converted into the right to receive 0.28 shares of
Tower common stock, par value $0.01.
The Company has terminated all offerings of its securities pursuant to its existing
registration statements, including the Registration Statements, as a result of the Merger. In
accordance with an undertaking by the Company in the Registration Statements to remove from
registration, by means of a post-effective amendment, any securities which remain unsold at the
termination of the offering, the Company hereby removes from registration all securities registered
under the Registration Statements that remain unsold as of the date of this Amendment and
terminates the effectiveness of the Registration Statements.
SIGNATURES
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 of the requirements for
filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration
Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Chicago, Illinois, on the 13th day of November 2009.
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SPECIALTY UNDERWRITERS ALLIANCE, INC.
(Registrant)
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By:
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/s/ Courtney C. Smith
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Name:
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Courtney C. Smith
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Title:
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Chief Executive Officer and President
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on these dates indicated:
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Signature
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Title
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Date
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Courtney C. Smith
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Chief Executive
Officer and President
(principal executive
officer)
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November 13, 2009
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Peter E. Jokiel
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Executive Vice
President, Chief
Financial Officer and
Treasurer (principal
financial officer and
principal accounting
officer)
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November 13, 2009
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Robert Dean
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Director
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November 13, 2009
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Raymond Groth
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Director
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November 13, 2009
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Paul Philp
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Director
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November 13, 2009
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Signature
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Title
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Date
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Robert Whitehead
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Director
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November 13, 2009
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Russell Zimmermann
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Director
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November 13, 2009
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*By:
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/s/ Courtney C. Smith
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Courtney C. Smith
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Attorney-In-Fact
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November 13, 2009
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