Registration No. 333-113996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
ON FORM S-8
Under
THE SECURITIES ACT OF 1933
BEXIL CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 13-3907058
(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
11 Hanover Square
New York, New York 10005
(Address of Principal Executive Offices)
2004 Incentive Compensation Plan
(Full title of the plan)
Thomas Winmill
Bexil Corporation
11 Hanover Square
New York, New York 10005
212-785-0400
(Name, address and telephone number, including area code, of agent for service)
Copies of all communications to:
Darren L. Ofsink, Esq.
Guzov Ofsink, LLC
600 Madison Avenue, 14th Floor
New York, NY 10022
(212) 371-8008
EXPLANATORY NOTE
Bexil Corporation (the "Company") is filing this Post-Effective Amendment
No. 1 to the Registration Statement on Form S-8 (No. 333-113996) solely to file
as an additional exhibit thereto, Amendment No. 1 to the 2004 Incentive
Compensation Plan.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit Description
Number
--------- --------------
4-c-3 Amendment No. 1 to 2004 Incentive Compensation Plan.
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 17th day of
February, 2006.
BEXIL CORPORATION
By: /s/ Thomas Winmill
--------------------
Thomas Winmill
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Name and Title Date
/s/ Thomas Winmill
---------------------------------- February 17, 2006
Thomas Winmill
President and Director
(Principal Executive
Officer)
/s/ Bassett S. Winmill
---------------------------------- February 17, 2006
Bassett S. Winmill
Chairman of the Board
And Director
/s/ Charles A. Carroll
---------------------------------- February 17, 2006
Charles A. Carroll
Director
/s/ Edward G. Webb, Jr.
---------------------------------- February 17, 2006
Edward G. Webb, Jr.
Director
/s/ Douglas Wu
---------------------------------- February 17, 2006
Douglas Wu
Director
/s/ Thomas O'Malley
---------------------------------- February 17, 2006
Thomas O'Malley
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Exhibit List
Exhibit Description
Number
--------- --------------
4-c-3 Amendment No. 1 to 2004 Incentive Compensation Plan.
Exhibit 4-c-3
AMENDMENT NO. 1 TO
2004 INCENTIVE COMPENSATION PLAN
RECITALS
The Governance, Compensation and Nominating Committee of the Board of
Directors of Bexil Corporation (the "Company"), pursuant to its authority under
Section 3(a) of the 2004 Incentive Compensation Plan of the Company (the "Plan")
to "correct defects, supply omissions or reconcile inconsistencies in the Plan,"
desires to amend Plan to correct a defect in Section 7(e)(iii)(A) of the Plan
regarding the circumstances in which a Participant may exercise an option after
the date the employment of the Participant is terminated by the Company other
than for Cause. Unless otherwise defined herein, capitalized terms used herein
have the same meaning as ascribed to them in the Plan.
As currently drafted, Section 7(e)(iii)(A) of the Plan provides, in
part, that a Participant "may, within three months from the date of termination
of the Participant's employment, exercise all or any part of his or her Options
or SARs as were exercisable at the date of termination of employment but only if
(x) the Participant resigns or retires and the Committee consents to such
resignation or retirement and (y) such termination of employment is not for
Cause." The Committee believes that, in the case a Participant is involuntarily
terminated by the Company other than for Cause, it was the intention of the
Company that the Participant should be entitled to exercise all or any part of
his Options or SARs as were exercisable at the date of termination of
employment, without obtaining the consent of the Committee or any person.
However, since Section 7(e)(iii)(A) is written in the conjunctive and as
written, would require the Participant to satisfy the condition contained in
clause (x) that the Participant resign or retire and that the consent of the
Committee is obtained to allow the Participant to exercise his Options or SARs
after the termination of the Participant's employment. In the case of a
Participant whose terminated by the Company other than for Cause, it would be
impossible for the Participant to satisfy the condition in clause (x).
The Committee therefore desires to amend the Plan to provide that the
conditions set forth in clauses (x) and (y) of the Section 7(e)(iii)(A) shall be
in the disjunctive rather than the conjunctive.
AMENDMENT
1. Amendment. Section 7(e)(iii)(A) of the Plan is amended to read in
its entirety as follows:
"(A) Unless the Committee provides otherwise at the
time of grant or by amendment, upon a Participant's
termination of employment other than by reason of death or
Disability, the Participant may, within three months from the
date of such termination of employment, exercise all or any
part of his or her Options or SARs as were exercisable at the
date of termination of employment but only if (x) the
Participant resigns or retires and the Committee consents to
such resignation or retirement or (y) such termination of
employment is by the Company and such termination is not for
Cause. If such termination of employment is for Cause or the
Committee does not so consent in the case of resignation or
retirement of the Participant, the right of such Participant
to exercise such Options or SARs shall terminate at the date
of termination of employment. In no event, however, may any
Option or SAR be exercised after the time when it would
otherwise expire."
2. Effect of Amendment. Except as amended hereby, the Plan shall
remain in full force and effect. As used in the Plan, the term "Plan") shall
mean the original Plan, as amended by this Amendment No. 1.
The Committee has executed this Amendment No. 1 effective as of February
17, 2006.
BEXIL CORPORATION
By: /s/ Charles A. Carroll
----------------------
Charles A. Carroll
By: /s/ Edward G. Webb, Jr.
-----------------------
Edward G. Webb, Jr.
By: /s/ Douglas Wu
-----------------------
Douglas Wu