As filed with the Securities and Exchange Commission on October 1, 2008.
Registration No. 333-37142
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
HILB ROGAL & HOBBS COMPANY
(Exact name of registrant as specified in its charter)
Virginia (State or other jurisdiction of incorporation or organization) | 54-1194795 (I.R.S. Employer Identification Number) |
4951 Lake Brook Drive, Suite 500, Glen Allen, Virginia 23060
(Address of principal executive offices) (Zip Code)
__________________
HILB, ROGAL AND HAMILTON COMPANY
2000 STOCK INCENTIVE PLAN
(Full title of the plan)
A. Brent King
Vice President and General Counsel
Hilb Rogal & Hobbs Company
4951 Lake Brook Drive, Suite 500
Glen Allen, Virginia 23060
(Name and address of agent for service)
(804) 747-6500
(Telephone number, including area code, of agent for service)
___________
Indicate by check mark whether the registration 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 x | Accelerated filer o |
| Non-accelerated filer o(Do not check if a smaller reporting company) | Smaller reporting company o |
EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to the registration statement on Form S-8 is being filed in order to deregister all securities remaining unissued under that certain registration statement on Form S-8 (File No. 333-37142) (the “Registration Statement”) which was filed on May 16, 2000 to register 1,200,000 shares of the common stock of Hilb Rogal and Hobbs Company, a Virginia corporation (the “Company”) issuable under the Hilb, Rogal and Hamilton Company 2000 Stock Incentive Plan.
On October 1, 2008, pursuant to the terms of the Agreement and Plan of Merger, dated as of June 7, 2008 (the “Merger Agreement”), by and among Willis Group Holdings Limited (“Willis”) and the Company, the Company merged with and into Willis, with Willis as the surviving corporation. As a result of the merger, the Company has terminated all offerings of its securities under existing registration statements, including the Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following exhibits are filed on behalf of the Registrant as part of this Post-Effective Amendment No. 1 to the Registration Statement:
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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the county of Henrico, Commonwealth of Virginia, on September 30, 2008.
HILB ROGAL AND HOBBS COMPANY
Senior Vice President, Business Practices &
Quality Assurance and Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
* | Chairman, Chief Executive | September 30, 2008 |
Martin L. Vaughan, III | Officer and Director (Principal Executive Officer) | |
* | Executive Vice President and | September 30, 2008 |
Michael Dinkins | Chief Financial Officer (Principal Financial Officer) | |
* | Vice President and Controller | September 30, 2008 |
John Hamerski | (Principal Accounting Officer) | |
* | Director | September 30, 2008 |
Julie A. Beck | | |
| Director | |
Theodore L. Chandler, Jr. | | |
* | Director | September 30, 2008 |
Robert W. Fiondella | | |
Signature | Title | Date |
| Director | |
Robert H. Hilb | | |
| Director | |
Anthony F. Markel | | |
* | Director | September 30, 2008 |
Scott R. Royster | | |
* | Director | September 30, 2008 |
Julious P. Smith, Jr. | | |
| Director | |
Warren M. Thompson | | |
* | Director | September 30, 2008 |
Robert S. Ukrop | | |
| | |
* | Walter L. Smith, by signing his name hereto, signs this document on behalf of each of the persons indicated by an asterisk above pursuant to the powers of attorney duly executed by such persons and filed with the Securities and Exchange Commission as Exhibit 24 to this Post-Effective Amendment No. 1 to the Registration Statement. |
September 30, 2008 | /s/ Walter L. Smith |
| Senior Vice President, Business Practices & |
| Quality Assurance and Corporate Secretary |
EXHIBIT INDEX
