| As filed with the Securities and Exchange Commission on December 1, 2016 | Registration No. 333-84044 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
RBS Holdings N.V.
(Exact name of registrant as specified in its charter)
| The Netherlands | Not Applicable | |
|
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
Gustav Mahlerlaan 350, 1082 ME Amsterdam, The Netherlands
(Address of principal executive offices)
ABN AMRO Key
Employee Equity Programme
with Co-Investment Plan
and
ABN AMRO Incorporated
US Retention Plan
(Full title of the plan)
|
CT Corporation System New York, NY 10011 (212) 894-8940]
(Name, address, including zip code, and telephone number, including area code, of agent for service)
|
Copies to: Sonia Gilbert, Esq. Clifford Chance, London 10 Upper Bank Street London, E14 5JJ +(44) (20) 7006 1000 |
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 126-2 of the Exchange Act. (Check one):
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer x (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 relates to the Registration Statement on Form S-8, Registration No. 333-84044, filed on March 8, 2002 and amended on November 2, 2005 (the “Registration Statement”), registering units issuable pursuant to the ABN AMRO Key Employee Equity Programme with Co-Investment Plan (the “Co-Investment Plan”) for a maximum aggregate offering price of $200 million and units issuable pursuant to the ABN AMRO Incorporated US Retention Plan (the “Retention Plan” and, together with the Co-Investment Plan, the “Plans”) for a maximum aggregate offering price of $51 million.
RBS Holdings N.V., formerly known as ABN AMRO Holding N.V. (the “Registrant”), is no longer issuing securities pursuant to the Plans. In accordance with the Registrant's undertaking in Part II, Item 9 of the Registration Statement, the Registrant is filing this amendment to remove from registration by means of this post-effective amendment any and all securities originally reserved for issuance under the Plans and registered under the Registration Statement that remain unsold or unissued as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, RBS Holdings N.V., 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. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Amsterdam, The Netherlands, on the 28th day of November, 2016.
|
RBS HOLDINGS N.V. (Registrant) |
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| By: | /s/ Cornelis Visscher | ||
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Name: Cornelis Visscher Title: Board member | |||
| By: | /s/ Gino Gorter | ||
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Name: Gino Gorter Title: Company secretary | |||
Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this Post-Effective Amendment No. 2 to the Registration Statement in New York, New York on November 28, 2016.
| By: | /s/ Caitlin Behrens | ||
| Caitlin Behrens as the duly authorized | |||
| representative of the Registrant | |||
| in the United States |
No other person is required to sign this Post-Effective Amendment No. 2 to the Registration Statement in reliance upon Rule 478 of the Securities Act.