As filed with the Securities and Exchange Commission on September 24, 2012
Registration No. 333-140506
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE EDELMAN FINANCIAL GROUP INC.
(Exact name of Registrant as specified in its charter)
| Texas | 76-0583569 | |
(State or other jurisdiction of incorporation or organization)
| (I.R.S. Employer Identification No.)
|
600 Travis, Suite 5800
Houston, Texas 77002
(713) 993-4645
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
John T. Unger
The Edelman Financial Group Inc.
600 Travis, Suite 5800
Houston, Texas 77002
(713) 993-4645
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale of the securities to the public: Not applicable.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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 post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ¨
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.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES; TERMINATION OF REGISTRATION STATEMENT
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) to the Registration Statement No. 333-140506 on Form S-3 (the “Registration Statement”) initially filed with the Securities and Exchange Commission on February 7, 2007, by The Edelman Financial Group Inc., a Texas corporation (“TEFG”), and declared effective on February 13, 2007, is being filed to terminate the Registration Statement and deregister all unsold securities of TEFG that were registered under the Registration Statement. Pursuant to the Registration Statement, an indeterminate number of shares of Common Stock of TEFG were registered for solely for market making purposes. TEFG hereby removes from registration by means of this Post-Effective Amendment any securities that remain unsold under the Registration Statement as of the date hereof.
TEFG is terminating the Registration Statement and deregistering any remaining securities registered but unsold under the Registration Statement in accordance with an undertaking made by TEFG in Part II of the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on September 24, 2012.
| THE EDELMAN FINANCIAL GROUP INC. | |||
| By: | /s/ Fredric M. Edelman | ||
| Name: | Fredric M. Edelman | ||
| Title: | Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||
/s/ George L. Ball | Chairman of the Board of Directors | September 24, 2012 | ||||
| George L. Ball | ||||||
/s/ Fredric M. Edelman | President, Chief Executive Officer, and Director | September 24, 2012 | ||||
| Fredric M. Edelman | (Principal Executive Officer) | |||||
/s/ Rick Berry | Chief Financial Officer | September 24, 2012 | ||||
| Rick Berry | (Principal Financial and Accounting Officer) | |||||
/s/Edward P. Moore | Director | September 24, 2012 | ||||
| Edward P. Moore | ||||||
/s/Thomas H. Lee | Director | September 24, 2012 | ||||
| Thomas H. Lee | ||||||
/s/Mark Gormley | Director | September 24, 2012 | ||||
| Mark Gormley | ||||||
/s/Benjamin Hochberg | Director | September 24, 2012 | ||||
| Benjamin Hochberg | ||||||
/s/Daniel Rodriguez | Director | September 24, 2012 | ||||
| Daniel Rodriguez | ||||||
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