0001193125-13-065229.txt : 20130219 0001193125-13-065229.hdr.sgml : 20130219 20130219161623 ACCESSION NUMBER: 0001193125-13-065229 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130219 DATE AS OF CHANGE: 20130219 EFFECTIVENESS DATE: 20130219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SeaBright Holdings, Inc. CENTRAL INDEX KEY: 0001267201 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 562393241 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-167484 FILM NUMBER: 13623618 BUSINESS ADDRESS: STREET 1: 1501 4TH AVENUE, SUITE 2600 CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2062698500 MAIL ADDRESS: STREET 1: 1501 4TH AVENUE, SUITE 2600 CITY: SEATTLE STATE: WA ZIP: 98101 FORMER COMPANY: FORMER CONFORMED NAME: SEABRIGHT INSURANCE HOLDINGS INC DATE OF NAME CHANGE: 20031016 S-8 POS 1 d489357ds8pos.htm FORM S-8 POS Form S-8 POS

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-123319

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-134613

Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-142338

Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-152412

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-158817

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-167484

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-174696

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-179926

 

 

FORM S-8

REGISTRATION STATEMENTS

UNDER

THE SECURITIES ACT OF 1933

 

 

SEABRIGHT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   56-2393241

(State or other jurisdiction of

incorporation or incorporation)

  

(IRS Employer

Identification No.)

1501 4th Avenue, Suite 2600

Seattle, Washington

   98101
(Address of Principal Executive Offices)   (Zip Code)

SeaBright Insurance Holdings, Inc. 2005 Long-Term Equity Incentive Plan

SeaBright Insurance Holdings, Inc. Amended and Restated 2003 Stock Option Plan

SeaBright Insurance Holdings, Inc. Amended and Restated 2005 Long-Term Equity Incentive Plan

SeaBright Holdings, Inc. Amended and Restated 2005 Long-Term Equity Incentive Plan

(Full title of the plan)

Philip Romney

1501 4th Avenue, Suite 2600

Seattle, Washington 98101

(Name and address of agent for service)

206-269-8500

(Telephone number, including area code, 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   x
Non-accelerated filer   ¨    Smaller reporting company   ¨

 

 

 

DEREGISTRATION OF COMMON STOCK

SeaBright Holdings, Inc. (the “Company”) is filing this Post-Effective Amendment to its Registration Statements on Form S-8 to deregister all of the shares of common stock, par value $0.01 per share (the “Shares”), of the Company not yet issued under the SeaBright Insurance Holdings, Inc. 2005 Long-Term Equity Incentive Plan, SeaBright Insurance Holdings, Inc. Amended and Restated 2003 Stock Option Plan, SeaBright Insurance Holdings, Inc. Amended and Restated 2005 Long-Term Equity Incentive Plan and SeaBright Holdings, Inc. Amended and Restated 2005 Long-Term Equity Incentive Plan that were previously registered by the Company pursuant to the following registration statements (collectively, the “Registration Statements”):

 

  •  

Registration Statement on Form S-8 (File No. 333-123319) filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2005 registering 1,824,213 Shares;

 

  •  

Registration Statement on Form S-8 (File No. 333-134613) filed with the SEC on May 31, 2006 registering 328,223 Shares;

 

  •  

Registration Statement on Form S-8 (File No. 333-142338) filed with the SEC on April 24, 2007, as amended by Post-Effective Amendment No. 1 filed with the SEC on April 27, 2009, registering 411,068 Shares;

 

  •  

Registration Statement on Form S-8 (File No. 333-152412) filed with the SEC on July 18, 2008, as amended by Post-Effective Amendment No. 1 filed with the SEC on April 27, 2009, registering 416,622 Shares;

 

  •  

Registration Statement on Form S-8 (File No. 333-158817) filed with the SEC on April 27, 2009 registering 427,857 Shares;

 

  •  

Registration Statement on Form S-8 (File No. 333-167484) filed with the SEC on June 11, 2010 registering 433,516 Shares;

 

  •  

Registration Statement on Form S-8 (File No. 333-174696) filed with the SEC on June 3, 2011, registering 440,509 Shares; and

 

  •  

Registration Statement on Form S-8 (File No. 333-179926) filed with the SEC on March 6, 2012 registering 446,555 Shares.

On February 7, 2013, pursuant to an Agreement and Plan of Merger, dated as of August 27, 2012, by and among Enstar Group Limited, a Bermuda exempted company (“Enstar”), AML Acquisition, Corp., a Delaware corporation and indirect wholly owned subsidiary of Enstar (“Merger Sub”), and the Company, Merger Sub merged with and into the Company (the “Merger”) with the Company surviving the Merger as an indirect wholly owned subsidiary of Enstar. As a result of the Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, pursuant to the undertaking contained in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities that remain unsold at the termination of the offering, the Company hereby amends the Registration Statements by deregistering all Shares that were registered but unsold under the Registration Statements.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certified that is 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 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of St. Petersburg, state of Florida, on February 19, 2013.

 

SEABRIGHT HOLDINGS, INC.

 

By:  

/s/ Karl J. Wall

Name:   Karl J. Wall
Title:   President

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933 as amended.