- Post-Effective Amendment to an S-8 filing (S-8 POS)
February 19 2009 - 2:11PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 19, 2009
Reg. No. 333-56371
UNITED STATES
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
BEVERLY HILLS BANCORP INC.
(Exact name of registrant as specified in its charter)
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Delaware
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93-1223879
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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23901 Calabasas Road, Suite 1050
Calabasas, California 91302
(818) 223-8084
(Address of Principal Executive Offices)
INCENTIVE STOCK PLAN OF
WILSHIRE FINANCIAL SERVICES GROUP INC.
AND
STOCK OPTION AGREEMENTS ISSUED TO OFFICERS AND DIRECTORS
(Full Title of the Plan)
Larry B. Faigin Chief Executive Officer
23901 Calabasas Road, Suite 1050
Calabasas, California 91302
(818) 223-8084
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Alan B. Spatz, Esq.
TroyGould PC
1801 Century Park East, Suite 1600,
Los Angeles, California 90067
Fax: (310) 201-4746
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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Non-accelerated filer
(Do not check if a smaller reporting company)
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Smaller reporting
x
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DEREGISTRATION OF SECURITIES
Beverly Hills Bancorp Inc., formerly known as Wilshire Financial Services Group, Inc. (the
Company
) is filing with the Securities and
Exchange Commission (the
SEC
) this Post-Effective Amendment No. 1 in connection with the Form S-8 Registration Statement No. 333-56371, filed with the SEC on June 9, 1998 (the
Registration Statement
),
pursuant to which the Company registered 1,854,167 shares of the common stock of the Company, par value $.01 per share (the
Old Common Stock
), existing prior to the Companys restructuring and emergence from Chapter 11
bankruptcy in 1999 (the
1999 Restructuring
) for issuance under the Incentive Stock Plan of Wilshire Financial Services Group, Inc. (the
1996 Plan
) and certain stock option agreements with certain officers and
directors of the pre-restructuring Company. All options outstanding under the 1996 Plan and the stock option agreements were extinguished in the 1999 Restructuring of the Company, and since the 1999 Restructuring, the Company has treated the 1996
Plan as terminated.
The Company intends to suspend all reporting obligations by filing with the SEC a Form 15. Accordingly, pursuant
to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold, the Company is filing this Post-Effective Amendment No. 1
to the Registration Statement to deregister all the shares of the Companys Old Common Stock covered by the Registration Statement which remain unissued as of the date of this filing.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on this Post-Effective Amendment to 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 Calabasas, state of California, on this 17th day of February
2009.
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BEVERLY HILLS BANCORP INC.
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By:
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/s/ Larry B. Faigin
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Larry B. Faigin
Chief Executive
Officer
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons on February 17, 2009 in the capacities indicated.
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Signature
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Title
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/s/ Larry B. Faigin
Larry B. Faigin
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Chief Executive Officer
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/s/ Takeo Sasaki
Takeo
Sasaki
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Chief Financial Officer
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/s/ Howard Amster
Howard
Amster
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Director
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/s/ Stephen P. Glennon
Stephen P. Glennon
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Director
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/s/ Kathleen L. Kellogg
Kathleen L. Kellogg
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Director
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/s/ William D. King
William D. King
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Director
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