As filed with the Securities and Exchange Commission on December 30, 2008
Registration No. 333-121279
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
ORIGEN FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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20-0145649 |
(State or other jurisdiction of
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(I.R.S. Employer |
Incorporation or organization)
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Identification No.) |
27777 Franklin Road, Suite 1700
Southfield, Michigan 48034
(248) 746-7000
(Address, including ZIP code, and telephone number, including area code, of registrants principal executive offices)
Origen Financial, Inc.
2003 Equity Incentive Plan
(Full title of the Plan)
Ronald A. Klein, Chief Executive Officer
Origen Financial, Inc.
27777 Franklin Road, Suite 1700
Southfield, Michigan 48034
(248) 746-7000
(Name, address, including ZIP code, and telephone number, including area code, of agent for service)
with copies to:
Matthew Murphy, Esq.
Kristin Horton, Esq.
Jaffe, Raitt, Heuer & Weiss, P.C.
27777 Franklin Road, Suite 2500
Southfield, Michigan 48034
(248) 351-3000
(248) 351-3082 (fax)
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
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
TABLE OF CONTENTS
DEREGISTRATION OF SECURITIES
Origen Financial, Inc., a Delaware corporation (the Registrant) previously filed with the
U.S. Securities and Exchange Commission (the SEC), and the Commission declared effective, a
registration statement on Form S-8 on December 15, 2004, Registration No. 333-121279 (the
Registration Statement).
This Post-Effective Amendment No. 1 to the Registration Statement is being filed to terminate
the Registration Statement, and deregister the shares of the Registrants common stock that were
registered under the Registration Statement, which remain unsold as of the date hereof. No shares
of common stock remain available for sale pursuant to the Registration Statement. The Registration
Statement is hereby amended to reflect the deregistration of all such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, Origen
Financial, Inc., 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 Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Southfield, State of Michigan, on this 30th day of December, 2008.
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ORIGEN FINANCIAL, INC.
(registrant)
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By: |
/s/ Ronald A. Klein
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Ronald A. Klein, Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, as amended, 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.
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Signature |
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Title |
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Date |
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/s/ Ronald A. Klein
Ronald A. Klein |
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Chief Executive Officer
and Director
(Principal
Executive Officer)
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December 30, 2008 |
/s/ W. Anderson Geater, Jr.
W. Anderson Geater, Jr. |
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Chief Financial Officer
(Principal
Financial
and Accounting Officer)
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December 30, 2008 |
/s/ Paul A. Halpern
Paul A. Halpern |
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Director
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December 30, 2008 |
/s/ Gary A. Shiffman
Gary A. Shiffman |
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Director
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December 30, 2008 |
/s/ Richard Rogel
Richard Rogel |
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Director
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December 30, 2008 |
/s/ Robert S. Sher
Robert S. Sher |
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Director
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December 30, 2008 |
/s/ Michael J. Wechsler
Michael J. Wechsler |
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Director
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December 30, 2008 |
/s/ Jonathan S. Aaron
Jonathan S. Aaron |
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Director
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December 30, 2008 |