As filed with the Securities and Exchange Commission on June 12, 2017
Registration No. 333-181397
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-8
Registration Statement No. 333-181397
UNDER
THE SECURITIES ACT OF 1933
TIAA FSB HOLDINGS, INC.
(formerly known as EVERBANK FINANCIAL CORP)
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 52-2024090 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
501 Riverside Ave.
Jacksonville, FL 32202
Telephone: (904) 281-6000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
EverBank Financial Corp First Amended and Restated 2005 Equity Incentive Plan
EverBank Financial, L.P. Incentive Plan
EverBank Financial Corp 2011 Omnibus Equity Incentive Plan
(Full title of the plan)
James R. Hubbard
TIAA FSB Holdings, Inc.
Vice President
501 Riverside Ave.
Jacksonville, FL 32202
Telephone: (904) 281-6000
(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, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company,” inRule 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. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statement filed by TIAA FSB Holdings, Inc. (formerly known as EverBank Financial Corp), a Delaware corporation (the “Company”), on Form S-8 (the “Registration Statement”).
1. | Registration Statement No. 333-181397, originally filed with the Securities and Exchange Commission on May 14, 2012, which registered the offer and sale of (i) 11,452,837 shares of the Company’s common stock (“Shares”), issuable upon exercise of options under the EverBank Financial Corp First Amended and Restated 2005 Equity Incentive Plan; (ii) 769,950 Shares issuable upon exercise of options under the EverBank Financial, L.P. Incentive Plan; (iii) 151,999 Shares issuable upon vesting of restricted stock units under the EverBank Financial Corp First Amended and Restated 2005 Equity Incentive Plan; and (iv) 15,000,000 Shares issuable under the EverBank Financial Corp 2011 Omnibus Equity Incentive Plan. |
This Post-Effective Amendment is being filed in connection with the completion on June 9, 2017 of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 7, 2016 (the “Merger Agreement”), by and among the Company, Teachers Insurance and Annuity Association of America, a New York stock life insurance company (“TIAA”), TCT Holdings, Inc., a Delaware corporation and wholly owned subsidiary of TIAA (“TCT Holdings”), and Dolphin Sub Corporation, a Delaware corporation and wholly owned subsidiary of TCT Holdings (“Merger Sub”). Pursuant to the Merger Agreement, the merger of Merger Sub with and into the Company, with the Company as the surviving entity and renamed “TIAA FSB Holdings, Inc.” (the “Merger”), became effective on June 9, 2017. Immediately following the Merger, TCT Holdings merged with and into the Company, with the Company as the surviving entity and a wholly owned subsidiary of TIAA.
As a result of the Merger, the Company has terminated any and all offerings of its securities pursuant to the above referenced Registration Statement. Accordingly, the Company hereby terminates the effectiveness of the Registration Statement and, in accordance with an undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all securities of the Company registered pursuant to the Registration Statement 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 this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on this June 12, 2017. No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
TIAA FSB Holdings, Inc. (formerly known as EverBank Financial Corp) | ||||
By: | /s/ James R. Hubbard | |||
Name: | James R. Hubbard | |||
Title: | Vice President |