Post-effective Amendment to an S-8 Filing (s-8 Pos)
14 June 2014 - 7:26AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
P
OST
-E
FFECTIVE
A
MENDMENT
N
O
. 1
TO
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
DFC Global Corp.
(Exact
name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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23-2636866
(I.R.S. Employer
Identification Number)
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1436 Lancaster Avenue, Suite 300,
Berwyn, Pennsylvania
(Address of Principal Executive Offices)
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19312
(Zip Code)
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DOLLAR FINANCIAL CORP DEFERRED COMPENSATION PLAN
(Full title of the plan)
Jeffrey A. Weiss
Chief
Executive Officer
1436 Lancaster Avenue, Suite 300
Berwyn, Pennsylvania, 19312-1288
(Name and address of agent for service)
(610) 296-3400
(Telephone number, including area code, of agent for service)
Copies of communications to:
Barry M. Abelson, Esq.
Brian M. Katz, Esq.
Pepper Hamilton LLP
3000
Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103
(215) 981-4000
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):
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Large accelerated filer
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¨
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Accelerated filer
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x
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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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TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration No. 333-134262) of DFC Global
Corp., a Delaware corporation (the Company), filed with the U.S. Securities and Exchange Commission on May 18, 2006 (the Registration Statement). The Registration Statement registered unsecured obligations to pay
deferred compensation in the future (the Securities) pursuant to compensation deferral elections made by participants in the Dollar Financial Corp. Deferred Compensation Plan (the Plan) in the maximum aggregate amount of $5,000,000.
On June 13, 2014, pursuant to an Agreement and Plan of Merger, dated April 1, 2014, among LSF8 Sterling Merger Parent, LLC, a
Delaware limited liability company (as successor in interest to LSF8 Sterling Parent, LLC, the Parent), LSF8 Sterling Merger Sub, LLC, a Delaware limited liability company (as successor in interest to LSF8 Sterling Merger Company, LLC,
the Purchaser) and the Company, Purchaser merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the Merger). The Certificate of Merger was filed with the Secretary of State of
the State of Delaware and became effective at 9:15 a.m., Eastern Daylight Time, on June 13, 2014.
As a result of the Merger, the
Company has terminated the Plan, and no additional Securities will be issued thereunder. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of
the Securities which remain unsold at the termination of the Plan, the Company hereby removes from registration all of its Securities under the Registration Statement that remain unsold as of the effective time of the Merger.
This Post-Effective Amendment No. 1 to the Registration Statement is being filed solely for the purpose of deregistering any and all
Securities previously registered under the Registration Statement that remain unsold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, DFC Global Corp., certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on this Post-Effective Amendment No. 1 to the Registration Statement 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 Berwyn, Commonwealth of Pennsylvania, on June 13, 2014.
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DFC G
LOBAL
C
ORP
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By:
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/s/ Randy Underwood
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Randy Underwood
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Executive Vice President, Chief Financial Officer and Assistant Secretary
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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 duly signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Jeffrey A. Weiss
Jeffrey A. Weiss
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Chief Executive Officer
(Principal Executive Officer)
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June 13, 2014
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Executive Vice President, Chief Financial Officer and
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/s/ Randy Underwood
Randy Underwood
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Assistant Secretary
(Principal Financial Officer)
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June 13, 2014
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Senior Vice President, Finance, Chief Accounting
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/s/ William M. Athas
William M. Athas
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Officer and Corporate Controller
(Controller or Principal Accounting Officer)
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June 13, 2014
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/s/ Bradley Boggess
Bradley Boggess
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Director
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June 13, 2014
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/s/ Derrick Robicheaux
Derrick Robicheaux
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Director
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June 13, 2014
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