As filed with the Securities and Exchange Commission on March 26, 2009
Registration No. 333-137589
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
_____________________________
SYNCORA HOLDINGS LTD.
(Exact Name of Registrant as specified in its Charter)
_____________________________
| Bermuda | Not Applicable |
| (State or other jurisdiction of incorporation
or organization) |
(I.R.S. Employer Identification No.) |
Canon’s Court, 22 Victoria Street
Hamilton, HM 12, Bermuda
(441) 295-7135
(Address, including zip code, and telephone number, including area code, of principal executive offices)
_____________________________
Syncora Holdings Ltd. 2006 Long-Term Incentive and Share Award Plan
(Full title of the plan)
_____________________________
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
Telephone: (212) 894-8700
(Name, address and telephone number, including area code, of agent for service)
_____________________________
Copies to:
Steven J. Slutzky, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
(212) 909-6000
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer o | Accelerated filer o | Non-accelerated filer x | Smaller reporting company o | (Do not check if a smaller reporting company) |
EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
The registration statement on Form S-8 (Registration No. 333-137589) (the “Registration Statement”) of Syncora Holdings Ltd. (the “Company”), pertaining to the registration of 3,848,182 shares of the Company's common shares, par value $0.01 per share, to which this Post-Effective Amendment No. 1 relates, was filed with the Securities and Exchange Commission on September 26, 2006.
In accordance with an undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, the Company hereby amends the Registration Statement to deregister any remaining securities registered but unsold under the Registration Statement.
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 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, New York, on March 26, 2009.
SYNCORA HOLDINGS LTD.
| By: | /s/ Susan B. Comparato | ||
| Susan B. Comparato | |||
| Acting Chief Executive | |||
| Officer and President | |||
DATE: March 26, 2009
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Susan B. Comparato | Acting Chief Executive | March 26, 2009 | ||
| Name: Susan B. Comparato | Officer and President | |||
| (Principal Executive Officer) | ||||
| March 26, 2009 | ||||
| /s/ David Prager | Third-Party Consultant | |||
| Name: David Prager | (Principal Financial Officer) | |||
| March 26, 2009 | ||||
| /s/ Arnold Brousell | Chief Accounting Officer | |||
| Name: Arnold Brousell | (Principal Accounting | |||
| Officer) | ||||
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| March 26, 2009 | ||||
| /s/ Michael P. Esposito, Jr. | Director and Chairman of the | |||
| Name: Michael P. Esposito, Jr. | Board | |||
| March 26, 2009 | ||||
| /s/ E. Grant Gibbons | Director | |||
| Name: E. Grant Gibbons | ||||
| March 26, 2009 | ||||
| /s/ Bruce G. Hannon | Director | |||
| Name: Bruce G. Hannon | ||||
| March 26, 2009 | ||||
| /s/ Duncan P. Hennes | Director | |||
| Name: Duncan P. Hennes | ||||
| March 26, 2009 | ||||
| /s/ Robert M. Lichten | Director | |||
| Name: Robert M. Lichten | ||||
| March 26, 2009 | ||||
| /s/ Edward J. Muhl | Director | |||
| Name: Edward J. Muhl | ||||
| March 26, 2009 | ||||
| /s/ Thomas S. Norsworthy | Director | |||
| Name: Thomas S. Norsworthy | ||||
| March 26, 2009 | ||||
| /s/ Coleman D. Ross | Director | |||
| Name: Coleman D. Ross | ||||
| March 26, 2009 | ||||
| /s/ Robert J. White | Director | |||
| Name: Robert J. White | ||||
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