UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
P
OST
-E
FFECTIVE
A
MENDMENT
N
O
. 1
TO
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
DFC Global Corp.
(Exact
name of registrant as specified in its charter)
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Delaware
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23-2636866
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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1436 Lancaster Avenue, Suite 300
Berwyn, Pennsylvania 19312
(610) 296-3400
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Jeffrey A. Weiss
Chief
Executive Officer
1436 Lancaster Avenue, Suite 300
Berwyn, Pennsylvania, 19312-1288
(Name and address of agent for service)
(610) 296-3400
(Telephone number, including area code, of agent for service)
Copies of communications to:
Barry M. Abelson, Esq.
Brian M. Katz, Esq.
Pepper Hamilton LLP
3000
Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103
(215) 981-4000
Approximate date of
commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box.
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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, please
check the following box.
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If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) 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.
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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.
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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.
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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.
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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 (check one):
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Large accelerated filer
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Accelerated filer
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x
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Non-accelerated filer
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(do not check if a smaller reporting company)
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Smaller reporting company
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TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (Registration No. 333-146205) of DFC Global
Corp., a Delaware corporation, (the Company) filed with the U.S. Securities and Exchange Commission on September 20, 2007 (the Registration Statement). The Registration Statement registered $200,000,000 aggregate
principal amount of 2.875% Senior Convertible Notes due 2027 (the Notes) and the Companys common stock, par value $0.001, issuable upon the conversion of the Notes (the Common Stock and, together with the Notes, the
Securities) for resale by the holders of the Securities from time to time by the Company (the Offering).
On
June 13, 2014, pursuant to an Agreement and Plan of Merger, dated April 1, 2014, among LSF8 Sterling Merger Parent, LLC, a Delaware limited liability company (as successor in interest to LSF8 Sterling Parent, LLC, the Parent),
LSF8 Sterling Merger Sub, LLC, a Delaware limited liability company (as successor in interest to LSF8 Sterling Merger Company, LLC, the Purchaser) and the Company, Purchaser merged with and into the Company, with the Company surviving as
a wholly owned subsidiary of Parent (the Merger). The Certificate of Merger was filed with the Secretary of State of the State of Delaware and became effective at 9:15 a.m., Eastern Daylight Time, on June 13, 2014.
As a result of the Merger, the Company has terminated the Offering, and no additional Securities will be issued thereunder. In accordance with
an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Securities which remain unsold at the termination of the Offering, the Company hereby removes from
registration all of its Securities under the Registration Statement that remain unsold as of the effective time of the Merger.
This
Post-Effective Amendment No. 1 to the Registration Statement is being filed solely for the purpose of deregistering any and all Securities previously registered under the Registration Statement that remain unsold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, DFC Global Corp., certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on this Post-Effective Amendment No. 1 to the Registration Statement 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 Berwyn, Commonwealth of Pennsylvania, on June 13, 2014.
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DFC G
LOBAL
C
ORP
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By:
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/s/ Randy Underwood
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Randy Underwood
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Executive Vice President, Chief Financial Officer and Assistant Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to
the Registration Statement has been duly signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Jeffrey A. Weiss
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Chief Executive Officer
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June 13, 2014
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Jeffrey A. Weiss
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(Principal Executive Officer)
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/s/ Randy Underwood
Randy Underwood
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Executive Vice President, Chief Financial Officer and Assistant Secretary
(Principal Financial Officer)
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June 13, 2014
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/s/ William M. Athas
William M. Athas
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Senior Vice President, Finance, Chief Accounting Officer and Corporate Controller
(Controller or Principal Accounting Officer)
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June 13, 2014
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/s/ Bradley Boggess
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Director
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June 13, 2014
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Bradley Boggess
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/s/ Derrick Robicheaux
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Director
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June 13, 2014
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Derrick Robicheaux
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