As filed with the Securities and Exchange Commission on May 16, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MBIA INC.
(Exact name of registrant as specified in its charter)
| Connecticut | 06-1185706 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1 Manhattanville Road, Suite 301
Purchase, New York 10577
(Address of Principal Executive Offices including Zip Code)
Amended and Restated MBIA Inc. Omnibus Incentive Plan
(formerly the MBIA Inc. 2005 Omnibus Incentive Plan)
(Full title of the Plan)
Jonathan C. Harris, Esq.
General Counsel and Secretary
MBIA Inc.
1 Manhattanville Road, Suite 301
Purchase, New York 10577
(914) 273-4545
(Name, address and telephone number 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.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
EXPLANATORY NOTE
MBIA Inc. (the “Company”) is filing this registration statement in accordance with Instruction E to Form S-8 to register 900,000 additional shares of common stock, par value $1.00 per share (the “Common Stock”) of the Company that may be issuable pursuant to the Amended and Restated MBIA Inc. Omnibus Incentive Plan (formerly the MBIA Inc. 2005 Omnibus Incentive Plan, the “Plan”). The contents of the Company’s original Registration Statement on Form S-8, Registration Statement No. 333-127539, filed on August 15, 2005, additional Registration Statement on Form S-8, Registration Statement No. 333-159648, filed on June 1, 2009, additional Registration Statement on Form S-8 No. 333-183529, filed on August 24, 2012, and additional Registration Statement on Form S-8 No. 333-262687, filed on February 14, 2022 are incorporated herein by reference. The additional 900,000 shares of Common Stock that are subject of this Registration Statement relate to the increase in the number of authorized shares available for issuance under the Plan as approved by the Company’s shareholders at the Company’s annual meeting held on May 3, 2022.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Purchase, State of New York on May 16, 2022.
| MBIA INC. | ||
| By: | /s/ William C. Fallon | |
| William C. Fallon | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signatures | Title | Date | ||
/s/ William C. Fallon William C. Fallon | Chief Executive Officer and Director | May 16, 2022 | ||
/s/ Anthony McKiernan Anthony McKiernan | Executive Vice President and Chief Financial Officer | May 16, 2022 | ||
/s/ Joseph R. Schachinger Joseph R. Schachinger | Assistant Vice President, Chief Accounting Officer and Controller | May 16, 2022 | ||
/s/ Diane L. Dewbrey Diane L. Dewbrey | Director | May 16, 2022 | ||
/s/ Steven J. Gilbert Steven J. Gilbert | Director | May 16, 2022 | ||
/s/ Janice Innis-Thompson Janice Innis-Thompson | Director | May 16, 2022 | ||
/s/ Charles R. Rinehart Charles R. Reinhart | Chairman and Director | May 16, 2022 | ||
/s/ Theodore Shasta Theodore Shasta | Director | May 16, 2022 | ||
/s/ Richard C. Vaughan Richard C. Vaughan | Director | May 16, 2022 | ||
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Index to Exhibits
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