Post-effective Amendment to Registration Statement (pos Am)
09 December 2017 - 8:30AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on December 8, 2017
Registration No. 333-170905
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
GLOBAL
BROKERAGE, INC.
(Exact name of registrant as specified
in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
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27-3268672
(I.R.S. Employer
Identification Number)
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55 Water St., Floor 50
New York, NY 10041
Telephone: (646) 432-2986
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
2010 FXCM Inc. Long-Term Incentive Plan
(Full Title of the Plan)
David S. Sassoon
General Counsel and Secretary
Global Brokerage, Inc.
55 Water St., Floor 50
New York, NY 10041
Telephone: (646) 432-2986
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
With a copy to:
Boris Dolgonos
Jones Day
250 Vesey Street
New York, NY 10281
Telephone: (212) 326-3939
Facsimile: (212) 755-7306
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
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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 small 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.
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 filed
by Global Brokerage, Inc. (the “Company”) relates to the Registration Statement on Form S-8 (Registration Number 333-170905)
filed by the Company on December 1, 2010 (the “Registration Statement”) with the Securities and Exchange Commission
(the “SEC”) pertaining to the securities that may be offered or sold under the 2010 FXCM Inc. Long-Term Incentive
Plan.
The Company intends to terminate the registration
of its Class A common stock, par value $0.01 per share (“Common Stock”), and suspend its reporting obligations under
the Securities Exchange Act of 1934 (the “Exchange Act”) through the filing of a Form 15. Because the Company will
no longer file reports pursuant to the Exchange Act after the Form 15 is filed, the Company is deregistering the remaining securities
registered but unsold under the Registration Statement, if any, in accordance with an undertaking made by the Company in Part II
of the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had
been registered for issuance that remain unsold as of the date of this Post-Effective Amendment.
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 Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of New York, State of New York, on December 8, 2017.
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GLOBAL BROKERAGE, INC.
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By:
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/s/
Kenneth Grossman
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Name:
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Kenneth Grossman
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Title:
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Chief Executive Officer and Director
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Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed on December 8, 2017 by the following persons in the capacities
indicated.
Signature
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Title
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Date
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/s/ Kenneth Grossman
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Director and
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December 8, 2017
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Kenneth Grossman
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Chief Executive Officer
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(Principal Executive Officer)
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*
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Director and
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December 8, 2017
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David Sakhai
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Chief Operating Officer
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/s/ Robin E. Davis
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Director
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December 8, 2017
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Robin E. Davis
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/s/ Arthur Gruen
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Director
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December 8, 2017
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Arthur Gruen
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/s/ Bryan Reyhani
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Director
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December 8, 2017
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Bryan Reyhani
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/s/ Ryan Silverman
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Director
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December 8, 2017
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Ryan Silverman
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*
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Director
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December 8, 2017
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Eduard Yusupov
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*
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Chief Financial Officer
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December 8, 2017
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Robert Lande
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(Principal Financial Officer)
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/s/ Margaret Deverell
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Chief Accounting Officer
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December 8, 2017
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Margaret Deverell
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(Principal Accounting Officer)
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*By:
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/s/ David S. Sassoon
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Name:
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David S. Sassoon
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Title:
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Attorney-in-Fact
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