As filed with the Securities and Exchange Commission on October 30, 2013
Registration No. 333-41708
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BERKSHIRE BANCORP INC.
(Exact name of registrant as specified in its charter)
|
Delaware (State or other jurisdiction of incorporation |
94-2563513 (I.R.S. Employer Identification No.)
|
160 Broadway, New York, New York 10038
(Address of principal executive offices and zip code)
1999 Stock Incentive Plan
(Full title of the plan)
Dr. Joseph Fink
President and Chief Executive Officer
Berkshire Bancorp Inc.
160 Broadway
New York, New York 10038
(212) 791-5362
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Emanuel J. Adler, Esq.
Blank Rome LLP
405 Lexington Avenue
New York, New York 10174
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):
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer ¨ | Smaller reporting company x |
| (Do not check if a smaller reporting company) |
EXPLANATORY NOTE
Berkshire Bancorp Inc. (the “Registrant”) is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to deregister certain securities, as described below, originally registered by the Registrant pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on July 19, 2000, File No. 333-41708 (the “2000 Form S-8”), with respect to shares of the Registrant’s common stock, par value $0.10 per share (the “Common Stock”), thereby registered for offer or sale pursuant to the Company’s 1999 Stock Incentive Plan (the “Plan”). A total of 600,000 shares of Common Stock (as adjusted to reflect the thirty-for-one stock split and one-for-ten reverse stock split effected by the Registrant on May 18, 2004) were initially registered for issuance under the 2000 Form S-8.
The total number of shares issuable under the Plan was 600,000. The Plan expired on March 23, 2009.
All shares of Common Stock registered under the Form S-8 that remain unsold are hereby deregistered.
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 Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 30th day of October, 2013.
| BERKSHIRE BANCORP INC. | |||
| By: | /s/ Joseph Fink | ||
| Joseph Fink | |||
| President and Chief Executive Officer | |||
Pursuant to the requirements of the Securities Exchange Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated below, which includes all of the members of the board of directors, on this 30th day of October, 2013.
| /s/ Joseph Fink | President and Chief Executive Officer | ||
| Joseph Fink | (Principal executive officer, principal financial officer and principal accounting officer) | ||
| /s/ William Cohen | Director | ||
|
William Cohen |
|||
|
/s/ Martin Fischer |
Director | ||
| Martin Fischer | |||
|
/s/ George Karfunkel |
Director | ||
| George Karfunkel | |||
|
/s/ Philippe D. Katz |
Director | ||
| Philippe D. Katz | |||
| /s/ Moses Krausz | Director | ||
| Moses Krausz | |||
| /s/ Moses Marx | |||
| Moses Marx | Director | ||