As filed with the Securities and Exchange Commission on December 9, 2022
Registration File No. 333-182615
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
BankGuam Holding Company
(Exact name of registrant as specified in its charter)
| Guam | 66-0770448 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
BankGuam Holding Company 2011 Amended and Restated Employee Stock Purchase Plan
(Full title of the plan)
111 W Chalan Santo Papa
Hagåtña, Guam 96910
(671) 472-5300
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
Symon A. Madrazo
Chief Financial Officer
111 W Chalan Santo Papa
Hagåtña, Guam 96910
(671) 472-5300
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copy to:
Stephen C. Hinton
Bradley Arant Boult Cummings LLP
One Federal Place
1819 Fifth Avenue North
Birmingham, AL 35203-2119
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 | ☐ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to Form S-8 (this “Amendment”) relates to the Registration Statement on Form S-8 (Commission File No. 333-182615), filed with the Securities and Exchange Commission on July 11, 2012 (the “Registration Statement”), by BankGuam Holding Company (the “Company”). The Registration Statement registered the sale of 1,500,000 shares of the Company’s common stock, par value $0.2083 per share (“Shares”), issuable pursuant to the Company’s 2011 Amended and Restated Employee Stock Purchase Plan (the “Plan”). This Amendment is being filed to deregister all unsold Shares registered pursuant to, and terminate the effectiveness of, the Registration Statement.
The Company is no longer issuing securities under the Plan. This Amendment is being filed in order to deregister all Shares that were registered under the Registration Statement and remain unissued under the Plan. In accordance with undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any Shares which remain unsold at the termination of the offering, the Company hereby amends the Registration Statement to remove from registration Shares registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hagåtña, Guam, on December 9, 2022.
| BankGuam Holding Company |
/s/ Symon Madrazo |
Symon Madrazo Senior Vice President and Chief Financial Officer |
