As filed with the Securities and Exchange Commission on December 15, 2023
Registration No. 333-257110
Registration No. 333-197442
Registration No. 333-174669
Registration No. 333-104475
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-257110
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-197442
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-174669
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-104475
UNDER
THE SECURITIES ACT OF 1933
ARLINGTON ASSET INVESTMENT CORP. (EF Merger Sub Inc., as successor by merger to Arlington Asset Investment Corp.) |
| (Exact name of registrant as specified in its charter) |
| Virginia | | 54-1873198 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
| |
| 53 Forest Avenue | | |
| Old Greenwich, Connecticut | | 06870 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Arlington Asset Investment Corp. 2021 Long-Term Incentive Plan
Arlington Asset Investment Corp. 2014 Long-Term Incentive Plan
Arlington Asset Investment Corp. 2011 Long-Term Incentive Plan
FBR Stock and Annual Incentive Plan
FBR Asset Investment Corporation Stock Incentive Plan
Non-Employee Director Stock Compensation Plan
(Full title of the plans)
Laurence Penn
53 Forest Avenue
Old Greenwich, Connecticut 06870
(203) 698-1200
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Daniel LeBey
Zachary Swartz
Vinson & Elkins L.L.P.
Riverfront Plaza, West Tower
901 E. Byrd Street, Suite 1500
Richmond, Virginia 23219
(804) 327-6300
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 ¨ | Accelerated filer ¨ |
| Non-accelerated filer x | Smaller reporting company x |
| Emerging growth company ¨ |
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 ¨
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (collectively, the “Post-Effective Amendments”) relate to the following Registration Statements of Arlington Asset Investment Corp., a Virginia corporation (the “Company”), on Form S-8, in each case as amended by any post-effective amendments thereto (each, a “Registration Statement” and collectively, the “Registration Statements”), which have been previously filed with the Securities and Exchange Commission (the “SEC”), to deregister any and all securities registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof:
On May 29, 2023, the Company, Ellington Financial Inc., EF Merger Sub Inc. (“Merger Sub”), and, solely for the purposes set forth therein, Ellington Financial Management LLC, EFC’s external manager, entered into an Agreement and Plan of Merger, pursuant to which, subject to the terms and conditions therein, the Company merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation of the merger (the “Merger”).
As a result of the consummation of the Merger, any and all offerings and sales of securities registered pursuant to the Registration Statements have been terminated. In accordance with the undertakings made by the Company in each Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for sale and issuance but remain unsold at the termination of the offering, Merger Sub, as successor to the Company, hereby removes and withdraws from registration any and all securities registered pursuant to the Registration Statements that remain unsold as of the date hereof.
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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Old Greenwich, State of Connecticut, on December 15, 2023.
| | EF MERGER SUB INC. |
| | (as successor by merger to Arlington Asset Investment Corp.) |
| | |
| | By: | /s/ Laurence Penn |
| | | Laurence Penn |
| | | Chief Executive Officer and President |
Note: Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments to the Registration Statements.
