As filed with the Securities and Exchange Commission on May 31, 2017
RegistrationNo. 333-192554
RegistrationNo. 333-192556
RegistrationNo. 333-192557
RegistrationNo. 333-213055
RegistrationNo. 333-213056
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORMS-8 REGISTRATION STATEMENTNO. 333-192554
FORMS-8 REGISTRATION STATEMENTNO. 333-192556
FORMS-8 REGISTRATION STATEMENTNO. 333-192557
FORMS-8 REGISTRATION STATEMENTNO. 333-213055
FORMS-8 REGISTRATION STATEMENTNO. 333-213056
UNDER
THE SECURITIES ACT OF 1933
STONEGATE MORTGAGE CORPORATION
(Exact name of registrant as specified in its charter)
| Ohio | 34-1194858 | |
| (State of Incorporation) | (IRS Employer Identification No.) |
9190 Priority Way West Drive, Suite 300
Indianapolis, Indiana 46240
(317)663-5100
(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Stonegate Mortgage Corporation Amended and Restated 2011 Omnibus Incentive Plan
Stonegate Mortgage Corporation 2013Non-Employee Director Plan
Stonegate Mortgage Corporation 2013 Omnibus Incentive Compensation Plan
Stonegate Mortgage Corporation 2013Non-Employee Director Plan, as amended as of June 29, 2016
Stonegate Mortgage Corporation 2016 Omnibus Incentive Compensation Plan
(Full Title of the Plan)
Carrie Preston
Chief Financial Officer of Stonegate Mortgage Corporation
9190 Priority Way West Drive, Suite 300
Indianapolis, Indiana 46240
(317)663-5100
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, 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 | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
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 (each, a “Post-Effective Amendment” and, collectively, the “Post-Effective Amendments”) relate to the following Registration Statements on FormS-8 (each, a “Registration Statement” and, collectively, the “Registration Statements”) filed by Stonegate Mortgage Corporation, an Ohio corporation (the “Registrant”), with the Securities and Exchange Commission (the “SEC”):
| • | Registration Statement on FormS-8 (No. 333-192554), filed with the SEC on November 26, 2013, pertaining to the registration of 1,539,883 shares of common stock, par value $0.01 per share (the “Common Stock”), issuable under the Stonegate Mortgage Corporation Amended and Restated 2011 Omnibus Incentive Plan. |
| • | Registration Statement on FormS-8 (No. 333-192556), filed with the SEC on November 26, 2013, pertaining to the registration of 104,812 shares of Common Stock issuable under the Stonegate Mortgage Corporation 2013Non-Employee Director Plan. |
| • | Registration Statement on FormS-8 (No. 333-192557), filed with the SEC on November 26, 2013, pertaining to the registration of 419,250 shares of Common Stock issuable under the Stonegate Mortgage Corporation 2013 Omnibus Incentive Compensation Plan. |
| • | Registration Statement on FormS-8 (No. 333-213055), filed with the SEC on August 10, 2016, pertaining to the registration of 200,000 shares of Common Stock issuable under the Stonegate Mortgage Corporation 2013Non-Employee Director Plan, as amended as of June 29, 2016. |
| • | Registration Statement on FormS-8 (No. 333-213056), filed with the SEC on August 10, 2016, pertaining to the registration of 200,000 shares of Common Stock issuable under the Stonegate Mortgage Corporation 2016 Omnibus Incentive Compensation Plan. |
On January 26, 2017, the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 26, 2017, with Home Point Financial Corporation, a New Jersey corporation (“Home Point”), and Longhorn Merger Sub, Inc., an Ohio corporation and wholly owned subsidiary of Home Point (“Merger Sub”). Pursuant to the Merger Agreement, on May 31, 2017, Merger Sub merged with and into the Registrant, with the Registrant as the surviving entity (the “Merger”).
As a result of the consummation of the transactions contemplated by the Merger Agreement, the Registrant has terminated all offerings of its securities pursuant to the above referenced Registration Statements. In accordance with the undertakings made by the Registrant in the Registration Statements, the Registrant hereby removes and withdraws from registration all securities registered under 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 onForm S-8 and has duly caused these Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Indianapolis and State of Indiana on the 31st day of May, 2017.
| STONEGATE MORTGAGE CORPORATION | ||
| By: | /s/ William Newman | |
| Name: | William Newman | |
| Title: | Chief Executive Officer | |
No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.
