As filed with the Securities and Exchange Commission on March 31, 2008 Registration No. 333-134552 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PEACE ARCH ENTERTAINMENT GROUP INC.
(Exact Name of Registrant as Specified in its Charter)
Ontario, Canada |
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(State or Other Jurisdiction of Organization) |
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1867 YONGE STREET, SUITE 650
TORONTO, ONTARIO, M4S 1Y5, CANADA
(Address of principal executive offices)
SHARE OPTION PLAN (AMENDED AS OF FEBRUARY 8, 2006)
(Full Title of the Plan)
NATIONAL REGISTERED AGENTS, INC.
1090 VERMONT AVENUE, NW, STE. 910
WASHINGTON, D.C. 20005
(Name, address and telephone number of agent for service)
with copy to:
JOHN M. IINO, ESQ.
REED SMITH LLP
355 S. GRAND AVENUE, SUITE 2900
Los Angeles, California 90071
Indicate by checkmark 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)
Large acceleration filer | ☒ | Accelerated filer | ☒ |
Non-Accelerated filer | [X] | Smaller reporting company | ☒ |
(Do not check if a smaller reporting company)
EXPLANATORY NOTE
This Post Effective Amendment No. 1 to Peace Arch Entertainment Group Inc.’s (the “Registrant”) Registration Statement on Form S-8 (Registration No. 333-134552) is made for the sole purpose of including the consent of PricewaterhouseCoopers LLP, the Registrant’s independent auditors, as filed as Exhibit 23.3, hereto.
Item 8.
Exhibits.
Exhibit |
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Number | Description |
23.3 |
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 Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, on March 31, 2008.
Peace Arch Entertainment Group Inc.
By:
/s/ Mara Di Pasquale
Mara Di Pasquale, Chief Financial Officer
(Principal Financial and Accounting Officer)
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.
Signature |
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/s/ Juliet Jones |
| Director | March 31, 2008 |
Juliet Jones |
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/s/ Mara Di Pasquale |
| Chief Financial Officer (Principal Financial and Accounting Officer) | March 31, 2008 |
Mara Di Pasquale |
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| Director, Chief Executive Officer (Principal Executive Officer) | March 31, 2008 |
Jeffrey Sagansky |
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/s/ Robert Essery |
| Director | March 31, 2008 |
Robert Essery |
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| Director | March 31, 2008 |
Ian Fodie |
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/s/ Drew Craig |
| Director | March __, 2008 |
Drew Craig |
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| Director | March 31, 2008 |
Richard Watson |
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| Director, Chief Operating Officer, President | March 31, 2008 |
John Flock |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed below by the undersigned, the registrant's duly authorized representative in the United States, on the 31st day of March, 2008.
Peace Arch LA, Inc.
By:
/s/ John Flock
John Flock, President
INDEX TO EXHIBITS
Exhibit |
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Number | Description |
23.3 |