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Section 1: S-8 POS (S-8 POS)

S-8 POS

As filed with the Securities and Exchange Commission on June 1, 2020

Registration No. 333-223085

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-223085

UNDER

THE SECURITIES ACT OF 1933

 

 

FGL HOLDINGS

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   98-1354810
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

4th Floor

Boundary Hall, Cricket Square

Grand Cayman, Cayman Islands KY1-1102

(800) 445-6758

(Address of Principal Executive Offices) (Zip Code)

FGL Holdings 2017 Omnibus Incentive Plan

(Full title of the plans)

Eric L. Marhoun

General Counsel and Secretary

FGL Holdings

Two Ruan Center

601 Locust Street, 14th Floor

Des Moines, Iowa

(Name and address of agent for service)

(800) 445-6758

(Telephone number, including area code, of agent for service)

Copies to:

Todd E. Freed, Esq.

Gregory A. Fernicola, Esq.

Michael D. Saliba, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

(212) 735-3000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer   ☐ (Do not check if a smaller reporting company)    Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 


EXPLANATORY NOTE

DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”), filed by FGL Holdings, a Cayman Islands exempted company (the “Company”), removes from registration all of the unsold securities registered under the Registration Statement on Form S-8 (Registration Number 333-223085) filed by the Company with the U.S. Securities and Exchange Commission on February 16, 2018 (the “Registration Statement”), pertaining to the registration of 15,005,900 Ordinary Shares of the Company issuable pursuant to the FGL Holdings 2017 Omnibus Incentive Plan.

On June 1, 2020, pursuant to that certain Agreement and Plan of Merger, dated as of February 7, 2020 (the “Merger Agreement”), by and among the Company, Fidelity National Financial, Inc., a Delaware corporation (“FNF”), F I Corp., a Cayman Islands exempted company and wholly owned subsidiary of FNF (“Merger Sub I”), and F II Corp., a Cayman Islands exempted company and wholly owned subsidiary of FNF (“Merger Sub II” and, together with Merger Sub I, “Merger Subs”), as amended, and upon the terms and subject to the conditions set forth in the Merger Agreement, at the time of the closing of the transactions contemplated by the Merger Agreement: (i) Merger Sub I merged with and into the Company (the “first merger”), with the Company surviving the first merger (the “surviving company”) and becoming a wholly owned subsidiary of FNF as a result of the first merger in accordance with the Companies Law (2020 Revision) of the Cayman Islands (the “CICL”); and (ii) immediately following the first merger, the surviving company merged with and into Merger Sub II (the “second merger”), with Merger Sub II surviving the second merger and remaining a wholly owned subsidiary of FNF as a result of the second merger in accordance with the CICL.

As a result of the transactions contemplated by the Merger Agreement, the Company is terminating all offerings of its securities pursuant to the Registration Statement. The Company, by filing this Post-Effective Amendment, hereby terminates the effectiveness of the Registration Statement and removes from registration any and all securities registered but unsold under the Registration Statement as of the date hereof. This filing is made in accordance with an undertaking in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that were registered but which remain unsold at the termination of the offering.


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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Grand Cayman, Cayman Islands on June 1, 2020.

 

FGL HOLDINGS
By:  

/s/ Eric L. Marhoun

  Name:   Eric L. Marhoun
  Title:   Executive Vice President, General Counsel and Secretary

No other person is required to sign this Post-Effective Amendment in reliance on Rule 478 under the Securities Act of 1933, as amended.

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