Blueprint
As
filed with the Securities Exchange Commission on March 29,
2019
Registration
Nos. 333-169957
333-228858
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-169957
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-228858
UNDER
THE SECURITIES ACT OF 1933
National American University Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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83-0479936
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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5301 Mt. Rushmore Road
Rapid City, South Dakota 55701
(605) 721-5220
(Address, including zip code, and telephone number, including area
code, of Registrant’s principal executive offices)
2009 Stock Option and Compensation
Plan
2018 Stock Option and Compensation Plan
(Full Title of the Plans)
Ronald L. Shape
Chief Executive Officer
National American University Holdings, Inc.
5301 Mt. Rushmore Road
Rapid City, South Dakota 55701
(605) 721-5220
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
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Paul Sedlacek
National American University Holdings, Inc.
5301 Mt. Rushmore Road
Rapid City South Dakota 55701
(605) 721-5200
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Mark Williamson
Gray, Plant, Mooty, Mooty & Bennett, P.A.
500 IDS Center
80 South 8th
Street
Minneapolis, Minnesota 55402
(612) 632-3000
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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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☐
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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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DEREGISTRATION OF UNSOLD SECURITIES
This
Post-Effective Amendment No. 1 (this “Post-Effective
Amendment”), filed by National American University Holdings,
Inc., a Delaware corporation (the “Company”), removes
from registration all shares of the Company’s Common Stock,
par value $0.0001 per share, registered under the following
Registration Statements on Form S-8 (the “Registration
Statements”) previously filed with the Securities and
Exchange Commission (the “SEC”) that remain
unsold:
(i)
Registration Statement on Form S-8 (File No. 333-169957) filed by
the Company with the SEC on October 15, 2010 registering 1,300,000
shares of Common Stock for issuance under the Company’s 2009
Stock Option and Compensation Plan; and
(ii)
Registration Statement on Form S-8 (File No. 333-228858) filed by
the Company with the SEC on December 17, 2018 registering 1,800,000
shares of Common Stock for issuance under the Company’s 2018
Stock Option and Compensation Plan.
After
filing this Post-Effective Amendment No. 1, and upon the
effectiveness of the Company’s Form 25 on April 10, 2019 that
was filed with the SEC on January 10, 2019, the Company intends to
file a Form 15 to notify the SEC of the suspension of the
Company’s registration pursuant to Section 15(d) of the
Securities Exchange Act of 1934.
Effective
upon filing hereof, the Company hereby removes from registration
all Common Stock registered under the Registration Statements that
remain unsold as of the date of this Post-Effective Amendment No.
1.
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 Statements
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rapid City, South Dakota, on March 29,
2019. the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.
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By:
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/s/ Ronald
L. Shape
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Ronald
L. Shape, Ed. D.
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Chief
Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statements has
been signed below by the following persons in the capacities and on
the dates indicated.
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Signature
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Title
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Date
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/s/ Thomas Bickart
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Chief Financial Officer (Principal Accounting Officer)
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March 29,
2019
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Thomas
Bickart
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/s/ Edward D.
Buckingham
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Director
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March 29,
2019
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Edward
D. Buckingham
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/s/ Therese
Crane
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Director
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March 29,
2019
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Therese
Crane
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/s/ Jeffrey
Berzina
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Director
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March 29,
2019
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Jeffrey
Berzina
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/s/ Thomas
Saban
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Director
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March 29,
2019
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Thomas
Saban
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/s/ Jim
Rowan
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Director
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March 29,
2019
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Jim
Rowan
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/s/ Richard
Halbert
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Director
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March 29,
2019
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Richard
Halbert
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/s/ Robert D.
Buckingham
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Director
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March 29,
2019
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Robert
D. Buckingham
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/s/ Ronald L.
Shape
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Chief Executive Officer and Director (Principal Executive
Officer)
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March 29,
2019
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Ronald
L. Shape
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