S-8 POS 1 ds8pos.htm POST-EFFECTIVE AMENDMENT #1 TO THE FORM S-8 Post-Effective Amendment #1 to the Form S-8

As filed with the Securities and Exchange Commission June 27, 2007

Registration No. 333-138485


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

 


HUB INTERNATIONAL LIMITED

(Exact name of registrant as specified in its charter)

 


 

Canada   36-4412416

(State or other jurisdiction

of organization)

 

(I.R.S. Employer

Identification No.)

55 East Jackson Boulevard, Chicago, IL 60604

(Address of principal executive offices including zip code)

 


HUB INTERNATIONAL LIMITED

AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN

(Full title of the Plan)

 


Marianne D. Paine, Esq.

Chief Legal Officer

Hub International Limited

55 East Jackson Boulevard, Chicago, IL 60604

(877) 402-6601

(Name and address of agent for service)

 


Copy to:

Christopher J. Cummings, Esq.

Adam M. Givertz, Esq.

Shearman & Sterling LLP

199 Bay Street, Commerce Court West

Suite 4405, P.O. Box 247

Toronto, Ontario M5L 1E8

 



EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

On November 7, 2006, the Registrant filed with the Securities and Exchange Commission a registration statement on Form S-8, Registration No. 333-138485 (the “Registration Statement”), for the sale of 27,833 common shares (the “Plan Shares”) of the Registrant under the Registrant’s Amended and Restated 2005 Equity Incentive Plan.

On June 13, 2007, pursuant to an Arrangement Agreement dated as of February 25, 2007, and amended as of March 22, 2007, between the Registrant and Maple Tree Acquisition Corporation (“Maple Tree”), Maple Tree acquired all of the issued and outstanding common shares of the Registrant. Because the Company is no longer a public company, this Post-Effective Amendment No. 1 is being filed to deregister all of the unsold Plan Shares registered under this Registration Statement.


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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on June 26, 2007.

 

HUB INTERNATIONAL LIMITED
By:  

/s/ Marianne D. Paine

Name:   Marianne D. Paine
Title:   Chief Legal Officer


Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by or on behalf of the following persons in the capacities indicated on June 26, 2007.

 

Signature

  

Title

         
        

/s/ William Logan     

   Director      

William Logan

        

 

   Director      

Tina Osen

        

/s/ Mitch Truwit     

   Director      

Mitch Truwit

        

 


AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the Authorized Representative has duly signed this registration statement below on June 26, 2007.

 

HUB U.S. HOLDINGS, INC.

By:

 

/s/ Marianne D. Paine

Name:

  Marianne D. Paine

Title:

  Vice President