Registration No. 333-156465
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
EPOCH HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 20-1938886 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
399 Park Avenue
New York, New York 10022
(212) 303-7200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Epoch Holding Corporation 2004 Omnibus Long-Term Incentive Compensation Plan
(Full Title of the Plan)
William W. Priest
Chief Executive Officer
Epoch Holding Corporation
399 Park Avenue
New York, New York 10022
(212) 303-7200
(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” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1, filed by Epoch Holding Corporation, a Delaware corporation (the “Registrant”), relates to Registration Statement 333-156465 filed by the Registrant with the Securities and Exchange Commission on December 29, 2008, registering 2,500,000 shares of common stock, par value $0.01 per share (“Common Stock”), of the Registrant relating to the Epoch Holding Corporation 2004 Omnibus Long-Term Incentive Compensation Plan (the “Registration Statement”) (note that the preceding share number listed does not take into account corporate actions, such as stock splits, taken in the interim).
Effective as of March 27, 2013 (the “Effective Time”), pursuant to the Agreement and Plan of Merger, dated as of December 6, 2012, by and between The Toronto-Dominion Bank, a Canadian-chartered bank (“TD”), Empire Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of TD (“Merger Sub”), and the Registrant, Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as the surviving corporation. In connection with the Merger, all issued and outstanding Common Stock, other than certain excluded shares, converted into the right to receive cash. As a result of the Merger, the offerings under the Registration Statement have been terminated. In accordance with the undertakings made by the Registrant to remove from registration, by means of a post-effective amendment, any of the securities under the Registration Statement which remain unsold at the termination of the offerings, the Registrant hereby removes from registration all securities registered under the Registration Statement which remained unsold as of the Effective Time, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 27th day of March 2013.
EPOCH HOLDING CORPORATION (Registrant) | ||
| By: | /s/ Adam Borak | |
| Name: | Adam Borak | |
| Title: | Chief Financial Officer | |
Note: no other person is required to sign this post-effective amendment to the Registration Statement on Form S-8 in reliance on Rule 478 of the Securities Act of 1933, as amended.