As filed with the Securities and Exchange Commission on March 31, 2009
Registration No. 333-136656
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
WCI Communities, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 59-2857021 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
24301 Walden Center Drive
Bonita Springs, Florida 34134
(Address, Including Zip Code, of Registrant’s Principal Executive Office)
Amended and Restated 1998 Non-Employee Director Stock Incentive Plan
(Full title of the Plan)
Vivien N. Hastings, Esq.
WCI Communities, Inc.
24301 Walden Center Drive
Bonita Springs, Florida 34134
(239) 498-8213
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Colin Diamond Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8754
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (do not check if a smaller reporting company) | Smaller reporting company | x | |||
DEREGISTRATION OF SECURITIES
On August 4, 2008, WCI Communities Inc. (the “Company”) and certain of its subsidiaries voluntarily petitioned for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court of the District of Delaware Case No. 08-11643.
The Company is filing with the Securities and Exchange Commission (the “SEC”) this Post-Effective Amendment (the “Post-Effective Amendment”) to its registration statement on Form S-8 (File No. 333-136656), filed with the SEC on August 15, 2006 (the “Registration Statement”), which incorporates by reference the contents of the registration statement on Form S-8 (File No. 333-100333), filed with the SEC on October 4, 2002, with respect to the 1998 Non-Employee Director Stock Incentive Plan, pertaining to the Company’s registration of 350,000 shares of common stock, $0.01 par value per share (“Shares”), for issuance under the Company’s Amended and Restated 1998 Non-Employee Director Stock Incentive Plan (the “Amended and Restated 1998 Stock Incentive Plan”).
This Post-Effective Amendment is being filed solely to deregister any and all remaining unissued Shares, the offering and sale of which were previously registered under the Registration Statement, with such deregistration to be effective immediately upon the filing of this Post-Effective Amendment.
On March 25, 2009 the Board of Directors of the Company authorized the filing of this Post-Effective Amendment. The Company intends to suspend all of its reporting obligations by filing a Form 15 with the SEC.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bonita Springs, State of Florida, on the 31st day of March, 2009.
| WCI COMMUNITIES, INC. | ||
| By | /s/ David L. Fry | |
David L. Fry Interim President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ David L. Fry David L. Fry | Interim President and Chief Executive Officer | March 31, 2009 | ||
/s/ Russell Devendorf Russell Devendorf | Chief Financial Officer and Senior Vice President | March 31, 2009 | ||
Carl C. Icahn | Chairman | |||
/s/ Don E. Ackerman Don E. Ackerman | Director | March 25, 2009 | ||
/s/ Hilliard M. Eure, III Hilliard M. Eure, III | Director | March 25, 2009 | ||
/s/ Nicholas F. Graziano Nicholas F. Graziano | Director | March 27, 2009 | ||
/s/ Jonathan R. Macey Jonathan R. Macey | Director | March 25, 2009 | ||
/s/ Keith A. Meister Keith A. Meister | Director | March 30 , 2009 | ||
/s/ Vincent J. Intrieri Vincent J. Intrieri | Director | March 30 , 2009 | ||
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