As filed with the Securities and Exchange Commission on August 23, 2016
Registration No. 333-110523
Registration No. 333-129674
Registration No. 333-153245
Registration No. 333-163141
Registration No. 333-177935
Registration No. 333-192410
Registration No. 333-208108
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-110523
Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-129674
Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-153245
Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-163141
Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-177935
Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-192410
Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-208108
The First Marblehead Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 04-3295311 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
One Cabot Road, Suite 200 Medford, Massachusetts | 02155 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
1996 Stock Option Plan
2002 Director Stock Plan
2003 Stock Incentive Plan, as amended and restated
2003 Employee Stock Purchase Plan
2008 Meyers’ Option Plan
2011 Stock Incentive Plan, as amended
(Full title of the plan)
Suzanne Murray
General Counsel
The First Marblehead Corporation
One Cabot Road, Suite 200
Medford, Massachusetts 02155
(Name and address of agent for service)
(800) 895-4283
(Telephone number, including area code, of agent for service)
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 | ¨ | ||||
Non-accelerated filer x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | ||||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements on Form S-8 (the “Registration Statements”), filed with the Securities and Exchange Commission (the “SEC”) by The First Marblehead Corporation (the “Registrant”):
| • | Registration Statement No. 333-110523, filed with the SEC on November 14, 2003, pertaining to the registration of 634,368 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 1996 Stock Option Plan; 20,000 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2002 Director Stock Plan; 120,000 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2003 Stock Incentive Plan; and 40,000 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2003 Employee Stock Purchase Plan; |
| • | Registration Statement No. 333-129674, filed with the SEC on November 14, 2005, pertaining to the registration of 150,000 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2003 Stock Incentive Plan, as amended; |
| • | Registration Statement No. 333-153245, filed with the SEC effective August 29, 2008, pertaining to the registration of 600,000 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2008 Meyers’ Option Plan; |
| • | Registration Statement No. 333-163141, filed with the SEC on November 16, 2009, pertaining to the registration of 400,000 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2003 Stock Incentive Plan, as amended and restated; |
| • | Registration Statement No. 333-177935, filed with the SEC on November 14, 2011, pertaining to the registration of 1,140,670 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2011 Stock Incentive Plan; |
| • | Registration Statement No. 333-192410, filed with the SEC on November 19, 2013, pertaining to the registration of 600,000 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2011 Stock Incentive Plan, as amended; and |
| • | Registration Statement No. 333-208108, filed with the SEC on November 19, 2015, pertaining to the registration of 600,000 shares of the Registrant’s common stock issuable pursuant to the Registrant’s 2011 Stock Incentive Plan, as amended. |
Unless otherwise indicated, all references herein to share numbers have been adjusted to give effect to the 1-for-10 reverse stock split of the Registrant’s common stock that was effected on December 2, 2013.
The Registrant is filing this Post-Effective Amendment to the Registration Statements to withdraw and remove from registration the unissued securities issuable by the Registrant pursuant to the above referenced Registration Statements.
On August 22, 2016, pursuant to the Agreement and Plan of Merger, dated as of June 2, 2016, by and among the Registrant, FP Resources USA Inc., a Delaware corporation (the “Parent”), and FP Resources Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Transitory Subsidiary”), the Transitory Subsidiary merged with and into the Registrant, with the Registrant surviving the merger as a wholly owned subsidiary of the Parent (the “Merger”).
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As a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, the Registrant hereby removes and withdraws from registration any and all securities of the Registrant registered pursuant to the Registration Statements that remain unsold as of the date hereof.
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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 on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Medford, the Commonwealth of Massachusetts, on this 23rd day of August, 2016.
| THE FIRST MARBLEHEAD CORPORATION | ||
| By: | /s/ Daniel Meyers | |
Daniel Meyers Chief Executive Officer | ||
