As filed with the Securities and Exchange Commission on May 17, 2013
File No. 333-124861
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FirstCity Financial Corporation
(Exact name of registrant as specified in its charter)
Delaware |
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76-0243729 |
(State or other jurisdiction |
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(I.R.S. Employer Identification No.) |
of incorporation or organization) |
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6400 Imperial Drive, Waco, TX |
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76712 |
(Address of principal executive offices) |
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(Zip Code) |
FIRSTCITY FINANCIAL CORPORATION 2004 STOCK OPTION AND AWARD PLAN
(Full title of the plan)
Mark B. Horrell
President and Chief Executive Officer
6400 Imperial Drive
Waco, TX 76712
(Name and address of agent for service)
(254) 761-2800
(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 and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o |
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Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) |
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Smaller reporting company x |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 relates to the Registration Statement on Form S-8, Registration No. 333-124861 (the Registration Statement), which was filed by FirstCity Financial Corporation, a Delaware corporation (the Company), with the Securities and Exchange Commission on May 12, 2005, as amended by Post-Effective Amendment No. 1 to the Registration Statement on May 19, 2005. Pursuant to the Registration Statement, the Company registered 300,000 shares of its common stock, par value $0.01 per share (the Common Stock), for issuance in accordance with the terms of the FirstCity Financial Corporation 2004 Stock Option and Award Plan.
On May 17, 2013, pursuant to the Agreement and Plan of Merger entered into on December 20, 2012, by and among the Company, Hotspurs Holdings LLC, a Delaware limited liability company, and Hotspurs Acquisition Corporation, a Delaware corporation (Merger Subsidiary), Merger Subsidiary merged with and into the Company with the Company continuing as the surviving corporation (the Merger).
In connection with the Merger, the Company has terminated the offering of the Companys securities pursuant to the Registration Statement as of the date hereof. Pursuant to the undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities of the Company which remain unsold at the termination of the offering, the Company hereby removes from registration, by means of this Post-Effective Amendment No. 2, all of the shares of Common Stock which were registered under the Registration Statement that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, FirstCity Financial Corporation 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. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Waco, State of Texas, on May 17, 2013.
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FIRSTCITY FINANCIAL CORPORATION | |
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By: |
/s/ Mark B. Horrell |
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Name: |
Mark B. Horrell |
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Title: |
President and Chief Executive Officer |
Note: Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment No. 2 to the Registration Statement.