Post-effective Amendment to an S-8 Filing (s-8 Pos)
28 Dezember 2012 - 10:43PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 28, 2012
Registration No. 333-135066
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
PRESIDENTIAL
LIFE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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13-2652144
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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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Presidential Life Corporation
69 Lydecker Street
Nyack, NY 10960
(845) 358-2300
(Address, including zip code and telephone number of registrants
Principal Executive Offices and Agent for Service)
2006 STOCK INCENTIVE PLAN
(Full title of the plan)
Copies to:
Gabriel Saltarelli, Esq.
Sidley Austin LLP
787 7
th
Avenue
New York, New York 10019
(212) 839-5918
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.
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Large accelerated filer
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¨
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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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¨
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TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 (this
Amendment
) to the Registration Statement on Form S-8 (File No. 333-135066) (the
Registration Statement
),
originally filed on June 16, 2006 to register a total of 1,000,000 shares of the common stock (
Common Stock
) of Presidential Life Corporation (the
Company
), pursuant to the Presidential Life Corporation
2006 Stock Incentive Plan (the
Plan
), is being filed to remove from registration any and all shares of Common Stock registered under the Registration Statement that have not been, and will not be, issued or sold pursuant to the
Registration Statement.
On December 28, 2012, pursuant to the Agreement and Plan of Merger (the
Merger Agreement
),
dated as of July 12, 2012, as amended from time to time, among Athene Annuity & Life Assurance Company (
Athene
), Eagle Acquisition Corp., a wholly owned subsidiary of Athene (
Merger Sub
), and the
Company, Merger Sub merged with and into the Company (the
Merger
), with the Company surviving as a wholly owned subsidiary of Athene. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each
outstanding share of the Companys common stock was converted into the right to receive $14.00 in cash. The Merger became effective upon the filing of a Certificate of Merger with the Secretary of State of the State of Delaware on
December 28, 2012. Accordingly, pursuant to the undertaking set forth in Part II, Item 9 of the Registration Statement 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 Statement by deregistering all Shares that were registered but unsold under the Registration Statement.
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 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 Nyack, State of New York, on December 28, 2012.
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PRESIDENTIAL LIFE CORPORATION
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By:
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/s/ Donald L. Barnes
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Name:
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Donald L. Barnes
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Title:
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Chief Executive Officer
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the date indicated.
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Signature
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Title
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Date
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/s/ Donald L. Barnes
Donald L. Barnes
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Chief Executive Officer, President and Vice
Chairman of the Board of Directors
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December 28, 2012
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/s/ P.B. (Pete) Pheffer
P.B. (Pete) Pheffer
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Chief Financial Officer and Principal
Accounting Officer
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December 28, 2012
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/s/ John D. McMahon
John D. McMahon
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Director
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December 28, 2012
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/s/ Dominic F. DAdamo
Dominic F. DAdamo
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Director
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December 28, 2012
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/s/ William A. DeMilt
William A. DeMilt
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Director
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December 28, 2012
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/s/ Ross B. Levin
Ross B. Levin
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Director
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December 28, 2012
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/s/ Lawrence Read
Lawrence Read
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Director
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December 28, 2012
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/s/ Lawrence Rivkin
Lawrence Rivkin
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Director
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December 28, 2012
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/s/ Stanley Rubin
Stanley Rubin
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Director
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December 28, 2012
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Frank A. Shepard
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Director
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December 28, 2012
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/s/ William M. Trust, Jr.
William M. Trust, Jr.
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Director
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December 28, 2012
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