AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2023
Registration No. 333-189179
Registration No. 333-196708
Registration No. 333-207257
Registration No. 333-213165
Registration No. 333-261326
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-189179
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-196708
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-207257
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-213165
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-261326
UNDER
THE SECURITIES ACT OF 1933
BGC PARTNERS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 13-4063515 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
499 Park Avenue
New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
BGC Partners, Inc. Fourth Amended and Restated Long Term Incentive Plan
BGC Partners, Inc. Fifth Amended and Restated Long Term Incentive Plan
BGC Partners, Inc. Sixth Amended and Restated Long Term Incentive Plan
BGC Partners, Inc. Seventh Amended and Restated Long Term Incentive Plan
BGC Partners, Inc. Eighth Amended and Restated Long Term Incentive Plan
(Full title of the plan)
Stephen M. Merkel
Executive Vice President, General Counsel and Assistant Corporate Secretary
BGC Partners, Inc.
499 Park Avenue
New York, New York 10022
(Name and address of agent for service)
(212) 610-2200
(Telephone number, including area code, of agent for service)
Copies to:
Leland S. Benton
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000
Fax: (212) 309-6001
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check one):
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. ☐
EXPLANATORY NOTE
BGC Partners, Inc., a Delaware corporation (BGC) files this Post-Effective Amendment No. 1 to the registration statements on Form S-8 listed below (collectively, the Registration Statements), which have been previously filed with the Securities and Exchange Commission (the SEC), to deregister any remaining unsold shares of BGCs Class A Common Stock, par value $0.01 per share, Restricted Stock Units and Other Stock-Based Awards (together, the Securities) that were registered for issuance under the Registration Statements.
| Registration Statement No. 333-189179, as filed with the SEC on June 7, 2013, pertaining to the registration of Securities by BGC under the BGC Partners, Inc. Fourth Amended and Restated Long Term Incentive Plan. |
| Registration Statement No. 333-196708, as filed with the SEC on June 12, 2014, pertaining to the registration of Securities by BGC under the BGC Partners, Inc. Fifth Amended and Restated Long Term Incentive Plan. |
| Registration Statement No. 333-207257, as filed with the SEC on October 2, 2015, pertaining to the registration of Securities by BGC under the BGC Partners, Inc. Sixth Amended and Restated Long Term Incentive Plan. |
| Registration Statement No. 333-213165, as filed with the SEC on August 6, 2016, pertaining to the registration of Securities by BGC under the BGC Partners, Inc. Seventh Amended and Restated Long Term Incentive Plan. |
| Registration Statement No. 333-261326, as filed with the SEC on November 24, 2021, pertaining to the registration of Securities by BGC under the BGC Partners, Inc. Eighth Amended and Restated Long Term Incentive Plan. |
The offerings of the Securities pursuant to the Registration Statements have been terminated, and BGC hereby removes from registration all of the unsold Securities registered under the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, BGC Partners, Inc. 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 No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on June 30, 2023.
BGC PARTNERS, INC. |
/s/ Jason W. Hauf |
Name: Jason W. Hauf |
Title: Chief Financial Officer |
No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statements in reliance on Rule 478 under the Securities Act.