Edgar Filing: KINGSWAY FINANCIAL SERVICES INC

As filed with the Securities and Exchange Commission on January 29, 2003
Registration No.333-90040

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

KINGSWAY FINANCIAL SERVICES INC.
(Exact Name of Registrant as Specified in its Charter)

Ontario Not Applicable
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)

5310 Explorer Drive, Suite 200
Mississauga, Ontario L4W 5H8, Canada
(905) 629-7888
(Address, including Zip Code, of Registrant's Principal Executive Offices)

KINGSWAY FINANCIAL SERVICES INC. AMENDED AND RESTATED
STOCK OPTION PLAN
(Full Title of the Plan)

James R. Zuhlke
Kingsway America Inc.
1515 Woodfield Road, Suite 820
Schaumburg, Illinois 60173
(847) 619-7610
(Name, Address, and Telephone Number of Agent For Service)

Copies to:
Janet O. Love, Esq.
Lord, Bissell & Brook
115 South LaSalle Steet
Chicago, Illinois 60603
(312) 443-0700

POST-EFFECTIVE AMENDMENT

We are filing this post-effective amendment to terminate the Kingsway
Financial Services Inc. Registration Statement on Form S-8, Registration No.
333-90040, originally filed with the Securities and Exchange Commission on June
3, 2002, and to deregister securities thereunder. Issuances under this
registration statements have not been made. Accordingly, the Registrant hereby
deregisters all shares of common stock under the registration statement. As
there are no securities being registered herein, the sole purpose being to
deregister, the disclosure requirements under the Securities Act of 1933 and the
requirements for exhibits under Regulation S-K Item 601 are inapplicable to this
filing.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mississauga, Province of Ontario, Country of Canada,
on January 29, 2003.

KINGSWAY FINANCIAL SERVICES, INC.

By: /s/ William G. Star
-------------------------------------
William G. Star
Chairman, President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act, this Post Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:

Signature Title Date
--------- ----- ----

/s/ William G. Star Chairman, President and Chief January 29, 2003
--------------------------------------- Executive Officer (Principal
William G. Star Executive Officer)

/s/ W. Shaun Jackson Executive Vice President and Chief January 29, 2003
--------------------------------------- Financial Officer (Principal
W. Shaun Jackson Financial and Accounting Officer)

* Director January 29, 2003
---------------------------------------
David H. Atkins

* Director January 29, 2003
---------------------------------------
John L. Beamish

* Director January 29, 2003
---------------------------------------
James P. Corcoran

* Director January 29, 2003
---------------------------------------
Thomas A. Di Giacomo

* Director January 29, 2003
---------------------------------------
Bernard Gluckstein

* Director January 29, 2003
---------------------------------------
J. Brian Reeve

* Director January 29, 2003
---------------------------------------
F. Michael Walsh

/s/ James R. Zuhlke Director January 29, 2003
---------------------------------------
James R. Zuhlke

/s/ James R. Zuhlke Authorized United States January 29, 2003
--------------------------------------- Representative
James R. Zuhlke

* The undersigned, by signing his name hereto, does hereby sign this
Post-Effective Amendment No. 1 to the Registration Statement on behalf of the
above-indicated persons pursuant to a power of attorney executed by each such
person.

By: /s/ William G. Star
------------------------------------
William G. Star
Chairman, President and
Chief Executive Officer