As filed with the Securities and Exchange Commission on December 21, 2006
Registration No. 333-13674
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
Royal & Sun Alliance Insurance Group plc
(Exact name of registrant as specified in its charter)
England and Wales | N/A |
(State or other jurisdiction | (I.R.S. Employer |
of incorporation or organization) | Identification Number) |
9th Floor, One Plantation Place
30 Fenchurch Street
London EC3M 3BD
England
(Address of principal executive offices)
Royal & Sun Alliance Insurance Group plc
Employees’ Stock Purchase Plan for U.S. Employees
(Full title of the plan)
Bob Dixon, Senior Vice President
Royal & Sun Alliance USA, Inc.
9300 Arrowpoint Boulevard
Charlotte, North Carolina 28273-8135
Telephone: (704) 522-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to
Gregory B. Astrachan, Esq.
Willkie Farr & Gallagher LLP
1 Angel Court
London EC2R 7HJ
England
Telephone: 011 44 207 696 5454
DEREGISTRATION OF SECURITIES
Pursuant to a Form S-8 registration statement (File No. 333-13674) (the "Registration Statement") filed with the Securities and Exchange Commission on July 2, 2001, Royal & Sun Alliance Insurance Group plc (the “Company”) registered 3,250,000 Ordinary Shares, 27.5 pence nominal value per share (the “Shares”), evidenced by American Depositary Receipts (“ADRs”) (each, representing five (5) Shares), to be offered pursuant to the Royal & Sun Alliance Insurance Group plc Employees’ Stock Purchase Plan for U.S. Employees. The ADR program was terminated on October 30, 2006.
The purpose of this Post-Effective Amendment No. 1 to the Registration Statement is to terminate the Registration Statement and to deregister all of the Shares originally registered thereby which remain outstanding as of such termination.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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, on this 21st day of December, 2006.
Royal & Sun Alliance Insurance Group plc | ||
By: | /s/ Andrew Haste | |
Name: | ANDREW HASTE | |
Title: | GROUP CHIEF EXECUTIVE 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.
Name | Title(s) | Date | ||
/s/ Andrew Haste | Group Chief Executive | December 21, 2006 | ||
(Principal Executive Officer and Director) | ||||
Andrew Haste | ||||
/s/ George Culmer | Chief Financial Officer | December 21, 2006 | ||
(Principal Financial and Accounting Officer and Director) | ||||
George Culmer | ||||
/s/ John Napier | Chairman | December 21, 2006 | ||
John Napier | ||||
/s/ Noel Harwerth | Director | December 21, 2006 | ||
Noel Harwerth | ||||
/s/ Edward Lea | Director | December 21, 2006 | ||
Edward Lea | ||||
/s/ Malcolm Le May | Director | December 21, 2006 | ||
Malcolm Le May | ||||
/s/ John Maxwell | Director | December 21, 2006 | ||
John Maxwell | ||||
/s/ David Paige | Group Risk Director | December 21, 2006 | ||
David Paige | ||||
/s/ Bridget McIntyre | UK Chief Executive | December 21, 2006 | ||
Director | ||||
Bridget McIntyre | ||||
/s/ Bob Dixon | Senior Vice President, | December 21, 2006 | ||
Authorized U.S. Representative | ||||
Bob Dixon |