As filed with the Securities and Exchange Commission June 27, 2007
Registration No. 333-138485
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
HUB INTERNATIONAL LIMITED
(Exact name of registrant as specified in its charter)
| Canada | 36-4412416 | |
(State or other jurisdiction of organization) | (I.R.S. Employer Identification No.) |
55 East Jackson Boulevard, Chicago, IL 60604
(Address of principal executive offices including zip code)
HUB INTERNATIONAL LIMITED
AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN
(Full title of the Plan)
Marianne D. Paine, Esq.
Chief Legal Officer
Hub International Limited
55 East Jackson Boulevard, Chicago, IL 60604
(877) 402-6601
(Name and address of agent for service)
Copy to:
Christopher J. Cummings, Esq.
Adam M. Givertz, Esq.
Shearman & Sterling LLP
199 Bay Street, Commerce Court West
Suite 4405, P.O. Box 247
Toronto, Ontario M5L 1E8
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
On November 7, 2006, the Registrant filed with the Securities and Exchange Commission a registration statement on Form S-8, Registration No. 333-138485 (the “Registration Statement”), for the sale of 27,833 common shares (the “Plan Shares”) of the Registrant under the Registrant’s Amended and Restated 2005 Equity Incentive Plan.
On June 13, 2007, pursuant to an Arrangement Agreement dated as of February 25, 2007, and amended as of March 22, 2007, between the Registrant and Maple Tree Acquisition Corporation (“Maple Tree”), Maple Tree acquired all of the issued and outstanding common shares of the Registrant. Because the Company is no longer a public company, this Post-Effective Amendment No. 1 is being filed to deregister all of the unsold Plan Shares registered under this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company 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 Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on June 26, 2007.
| HUB INTERNATIONAL LIMITED | ||
| By: | /s/ Marianne D. Paine | |
| Name: | Marianne D. Paine | |
| Title: | Chief Legal Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by or on behalf of the following persons in the capacities indicated on June 26, 2007.
Signature | Title | |||||
/s/ William Logan | Director | |||||
William Logan | ||||||
| Director | |||||
Tina Osen | ||||||
/s/ Mitch Truwit | Director | |||||
Mitch Truwit | ||||||
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the Authorized Representative has duly signed this registration statement below on June 26, 2007.
HUB U.S. HOLDINGS, INC. | ||
By: | /s/ Marianne D. Paine | |
Name: | Marianne D. Paine | |
Title: | Vice President | |
