HTS Hatteras Financial Corp Hatteras Financial Corp

As filed with the Securities and Exchange Commission on July 12, 2016

Registration No. 333-206652

Registration No. 333-204936

Registration No. 333-166609

Registration No. 333-150535

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Post-Effective Amendment No. 1 to:

Form S-8 Registration Statement No. 333-206652

Form S-8 Registration Statement No. 333-204936

Form S-8 Registration Statement No. 333-166609

Form S-8 Registration Statement No. 333-150535

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

751 W. Fourth Street, Suite 400

Winston-Salem, North Carolina 27101

(Address, including zip code, of principal executive offices)

INDUCEMENT RESTRICTED STOCK AWARDS

HATTERAS FINANCIAL CORP. 2015 EQUITY INCENTIVE PLAN

HATTERAS FINANCIAL CORP. 2010 EQUITY INCENTIVE PLAN

HATTERAS FINANCIAL CORP. 2007 EQUITY INCENTIVE PLAN

(Full Title of Plan)

Michael R. Hough

Chairman and Chief Executive Officer

Hatteras Financial Corp.

751 W. Fourth Street, Suite 400

Winston-Salem, North Carolina 27101

(336) 760-9331

(Name and Address and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Kerry E. Johnson, Esq.

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, New York 10020

(212) 335-4501

Indicate by check mark whether the registrant is a large accelerated file, an accelerated file, a non-accelerated file, 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.

DEREGISTRATION OF SECURITIES

Hatteras Financial Corp., a Maryland corporation (the “Company”), is filing these post-effective amendments to the following registration statements (each a “Registration Statement,” and collectively, the “Registration Statements”) filed by the Company with the Securities and Exchange Commission (“SEC”) to deregister all shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) that had been registered for issuance under the Registration Statements that remain unsold thereunder:

Pursuant to the Agreement and Plan of Merger, dated as of April 10, 2016, by and among the Company, Annaly Capital Management, Inc., a Maryland corporation (“Annaly”), and Ridgeback Merger Sub Corporation, a Maryland corporation and a direct wholly-owned subsidiary of Annaly (“Purchaser”), Purchaser commenced an exchange offer (“Offer”) to acquire any and all outstanding shares of Common Stock of the Company, and following the consummation of the Offer, the Company will be merged with and into the Purchaser, with the Purchaser being the surviving corporation of such merger (“Merger”).

In connection with the consummation of the Merger, the Company is terminating all offers and sales of its securities registered pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with undertakings made by the Company to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offerings, the Company hereby removes from registration any and all securities registered but unsold under the Registration Statements as of the date hereof.

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