As filed with the Securities and Exchange Commission on November 7, 2008
Registration Statement No. 333-149865 Registration Statement No. 333-136401 Registration Statement No. 333-118363 Registration Statement No. 333-107649 Registration Statement No. 333-106560 Registration Statement No. 333-75990 Registration Statement No. 333-66095 Registration Statement No. 33-56168 Registration Statement No. 33-9231 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-149865 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-136401 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-118363 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-107649 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-106560 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-75990 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-66095 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-56168 Post-Effective Amendment No. 3 to Form S-8 Registration Statement No. 33-9231 |
UNDER THE SECURITIES ACT OF 1933
Countrywide Financial Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 4500 Park Granada Calabasas, CA 91302 | 26-2209742 | ||
(State or other jurisdiction of incorporation or organization) | (Address of principal executive offices, including zip code) | (I.R.S. Employer Identification No.) |
Countrywide Financial Corporation 401(k) Savings and Investment Plan (as amended and restated effective January 1, 2007)
Countrywide Financial Corporation 2006 Equity Incentive Plan
Countrywide Financial Corporation 2000 Equity Incentive Plan
Countrywide Financial Corporation Global Stock Plan
Countrywide Credit Industries, Inc. 1993 Stock Option Plan (as amended and restated)
Countrywide Credit Industries, Inc. 1992 Stock Option Plan
Countrywide Credit Industries, Inc. 1982 Incentive Stock Option Plan
Countrywide Credit Industries, Inc. 1984 Non-Qualified Stock Option Plan
Countrywide Credit Industries, Inc. 1985 Non-Qualified Stock Option Plan
Countrywide Credit Industries, Inc. 1986 Non-Qualified Stock Option Plan
(Full title of the plans)
PAUL G. LANE
Senior Vice President and Assistant General Counsel
Countrywide Financial Corporation
4500 Park Granada
Calabasas, CA 91302
(818) 225-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
BOYD C. CAMPBELL, JR.
McGuireWoods LLP
201 North Tryon Street
Charlotte, North Carolina 28202
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. (Check one):
| Large accelerated filer | þ | Accelerated filer | ¨ | Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||||||
| (Do not check if a smaller reporting company) | ||||||||||||||
EXPLANATORY NOTE
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment relates to the following Registration Statements filed on Form S-8 (collectively, the “Registration Statements”):
| • | File No. 333-149865, registering 8,000,000 shares of common stock and an indeterminate amount of interests issuable pursuant to the Countrywide Financial Corporation 401(k) Savings and Investment Plan (as amended and restated effective January 1, 2007). The Registrant is unable to determine the number of shares sold, and thus remaining unsold, under this Registration Statement. |
| • | File No. 333-136401, registering 22,000,000 shares of common stock issuable pursuant to the Countrywide Financial Corporation 2006 Equity Incentive Plan. The Registrant believes that no shares have been sold under this Registration Statement and therefore all shares remain unsold. |
| • | File No. 333-118363, registering 22,000,000 (as adjusted for stock splits) shares of common stock issuable pursuant to the Countrywide Financial Corporation 2000 Equity Incentive Plan. The Registrant is unable to determine the number of shares sold, and thus remaining unsold, under this Registration Statement. |
| • | File No. 333-107649, registering 4,000,000 (as adjusted for stock splits) shares of common stock issuable pursuant to the Countrywide Financial Corporation Global Stock Plan. The Registrant is unable to determine the number of shares sold, and thus remaining unsold, under this Registration Statement. |
| • | File No. 333-106560, registering 25,000,000 (as adjusted for stock splits) shares of common stock issuable pursuant to the Countrywide Financial Corporation 2000 Equity Incentive Plan. The Registrant is unable to determine the number of shares sold, and thus remaining unsold, under this Registration Statement. |
| • | File No. 333-75990, registering 20,000,000 (as adjusted for stock splits) shares of common stock issuable pursuant to the Countrywide Financial Corporation 2000 Equity Incentive Plan. The Registrant is unable to determine the number of shares sold, and thus remaining unsold, under this Registration Statement. |
| • | File No. 333-66095, registering 22,000,000 (as adjusted for stock splits) shares of common stock issuable pursuant to the Countrywide Credit Industries, Inc. 1993 Stock Option Plan. The Registrant estimates that approximately 20.38 million shares have been sold, and thus approximately 1.62 million shares remain unsold, under this Registration Statement. |
| • | File No. 33-56168, registering 3,600,000 (as adjusted for stock splits) shares of common stock issuable pursuant to the Countrywide Credit Industries, Inc. 1992 Stock Option Plan. The Registrant estimates that approximately 3.57 million shares have been sold, and thus approximately 30,000 shares remain unsold, under this Registration Statement. |
| • | File No. 33-9231, registering 20,655,000 (as adjusted for stock splits) shares of common stock issuable pursuant to the Countrywide Credit Industries, Inc. 1982 Incentive Stock Option Plan, the Countrywide Credit Industries, Inc. 1984 Non-Qualified Stock Option Plan, the Countrywide Credit Industries, Inc. 1985 Non-Qualified Stock Option Plan and the Countrywide Credit Industries, Inc. 1986 Non-Qualified Stock Option Plan. The Registrant estimates that approximately 14.75 million shares have been sold, and thus approximately 5.90 million shares remain unsold, under this Registration Statement. |
This Post-Effective Amendment to the Registration Statements is being filed solely to deregister any and all securities previously registered under the Registration Statements that remain unsold.
| Item 8. | Exhibits. |
The following exhibit is filed with or incorporated by reference into this Post-Effective Amendment to the Registration Statements.
Exhibit No. | Description of Exhibit | |
| 24(a) | Power of Attorney | |
SIGNATURES.
The Registrant
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 Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calabasas, State of California, on this 7th day of November, 2008.
| COUNTRYWIDE FINANCIAL CORPORATION | ||
| By: | * | |
Jack W. Schakket President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statements has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Jack W. Schakket | President and Chief Executive Officer (Principal Executive Officer) | November 7, 2008 | ||
* Anne D. McCallion | Chief Financial Officer (Principal Financial Officer) | November 7, 2008 | ||
* Greg Hobby | Director
| November 7, 2008 | ||
* Helen Eggers | Director
| November 7, 2008 | ||
* Helga Houston | Director
| November 7, 2008 | ||
* Laura K. Milleman | Senior Managing Director, Chief Accounting Officer, Countrywide Home Loans, Inc. (Principal Accounting Officer) | November 7, 2008 | ||
| *By: | /s/ Paul G. Lane | November 7, 2008 | ||||||
Paul G. Lane Attorney-in-Fact | ||||||||
INDEX TO EXHIBITS
Exhibit No. | Description of Exhibit | |
| 24(a) | Power of Attorney | |
