sv8pos
Registration No. 333-37207
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2 to FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
CNA SURETY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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36-4144905 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
333 South Wabash Avenue
Chicago, Illinois 60604
(312) 822-5000
(Address, including zip code, and telephone number, including area code, of registrants principal
executive offices)
CNA Surety Corporation Replacement Stock Option Plan
CNA Surety Corporation 1997 Long-Term Equity Compensation Plan
(each plan as amended or restated from time to time)
(Full titles of the plans)
Rosemary Quinn
CNA Surety Corporation
333 South Wabash Avenue
Chicago, Illinois 60604-4107
Telephone: (312) 822-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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 o | |
Accelerated filer þ | |
Non-accelerated filer o | |
Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (Post-Effective Amendment), filed by CNA Surety
Corporation, a Delaware corporation (the Registrant), removes from registration all shares of the
Registrants common stock, par value $0.01 per share (Common Stock), registered under the
Registration Statement on Form S-8 (File Number 333-37207) filed by the Registrant on October 3,
1997, as amended on December 21, 2006 (the Registration Statement) with the Securities and
Exchange Commission pertaining to the registration of shares of Common Stock relating to the CNA
Surety Corporation 1997 Long-Term Equity Compensation Plan and the CNA Surety Corporation
Replacement Stock Option Plan.
On June 10, 2011, Surety Acquisition Corporation, a Delaware corporation (Merger Sub) and
the owner of more than 90% of the outstanding shares of Common Stock, merged with and into the
Registrant (the Merger) pursuant to the short form merger provisions of Section 253 of the
General Corporation Law of the State of Delaware, with the Registrant as the surviving corporation.
As a result of the Merger, the Registrant became a wholly owned indirect subsidiary of CNA
Financial Corporation, a Delaware corporation.
As a result of the Merger, the Registrant has terminated all offerings of its Common Stock
pursuant to the Registration Statement. In accordance with an undertaking made by the Registrant in
the Registration Statement to remove from registration, by means of a post-effective amendment, any
of the securities that had been registered for issuance that remain unsold at the termination of
the offering, the Registrant hereby removes from registration all of such securities of the
Registrant registered but unsold under the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 to the Registration Statement
on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Chicago, State of Illinois, on the 13th day of June 2011.
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CNA SURETY CORPORATION |
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By:
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/s/ Rosemary Quinn
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Name: |
Rosemary Quinn |
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Title: |
Senior Vice President, General
Counsel and Secretary |
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Note: No other person is required to sign this Post-Effective Amendment No. 2 to the Registration
Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.