Filed with the Securities and Exchange Commission on November 14, 2022.
REGISTRATION NO. 333-265009
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ARIZONA
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
86-0222062
(I. R. S. EMPLOYER IDENTIFICATION NUMBER)
525 WASHINGTON BOULEVARD
JERSEY CITY, NJ 07310
(212) 554-1234
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRAT’S PRINCIPAL EXECUTIVE OFFICES)
SHANE DALY
VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL
EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA
1290 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10104
(212) 554-1234
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Approximate date of commencement of proposed sale to the public: As soon after the effective date of this Registration Statement as is practicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462 (b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462 (c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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 | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act . ☐
NOTE
This Post Effective Amendment No. 1 (“Amendment”) to the Form S-3 Registration Statement No. 333-265009 (“Registration Statement”) of Equitable Financial Life Insurance Company of America (“Equitable America”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. This Amendment does not modify any provision of Part I or Part II of the Registration Statement other than supplementing Item 16 of Part II as set forth below. Pursuant to Rule 462(d) under the Securities Act, this Amendment shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART II
ITEM 16. | The Amendment does not amend or delete the currently effective Prospectus or supplements to the Prospectus, or any other part of the Registration Statement except as specifically noted herein. Parts I and II of Pre-Effective Amendment No. 1 to the Form S-3 Registration Statement (File No. 333-265009), filed with the Commission on November 8, 2022, are incorporated by reference. |
Other Exhibits:
(1) | Underwriting Agreement. |
(d) |
(d)(ii) |
(d)(vii) |
(d)(viii) |
(e) |
(24) |
1
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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city and State of New York on this 14th day of November, 2022.
Equitable Financial Life Insurance Company of America | ||
(Registrant) | ||
By: | /s/ Shane Daly | |
Shane Daly | ||
Vice President and Associate General Counsel Equitable Financial Life Insurance Company of America |
As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:
PRINCIPAL EXECUTIVE OFFICER: | ||
*Mark Pearson | Chief Executive Officer and Director | |
PRINCIPAL FINANCIAL OFFICER: | ||
*Robin Raju | Chief Financial Officer | |
PRINCIPAL ACCOUNTING OFFICER: | ||
*William Eckert | Chief Accounting Officer |
*DIRECTORS: | ||||
Kristi Matus Charles G.T. Stonehill Bertram Scott Arlene Isaacs-Lowe | Craig MacKay Daniel G. Kaye Francis Hondal | Joan Lamm-Tennant George Stansfield Mark Pearson |
*By: | /s/ Shane Daly | |
Shane Daly | ||
Attorney-in-Fact |
November 14, 2022