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
FINANCIAL FEDERAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 88-0244792
(State of incorporation) (I.R.S. Employer Identification No.)
730 Third Avenue, New York, New York 10017
(Address of Principal Executive Offices)
2006 Stock Incentive Plan
Amended and Restated 2001 Management Incentive Plan
(Full title of the plans)
Troy H. Geisser
Senior Vice President and Secretary
Financial Federal Corporation
730 Third Avenue
New York, New York 10017
(Name and address of agent for service)
(212) 599-8000
(Telephone number of agent for service)
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.
Large accelerated filer [X] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ ]
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 ("Post-Effective
Amendment"), filed by Financial Federal Corporation, a Nevada
corporation (the "Company"), pertains to shares of Company common
stock, par value $0.50 per share ("Common Stock"), registered
under the Registration Statement on Form S-8 (Registration Number
333-139318) filed by the Company on December 13, 2006 (the
"Registration Statement") with the Securities and Exchange
Commission, relating to the Company's 2006 Stock Incentive Plan
and the Company's Amended and Restated 2001 Management Incentive
Plan.
On November 22, 2009, the Company entered into an Agreement
and Plan of Merger (the "Merger Agreement") with People's United
Financial, Inc., a Delaware corporation ("People's United"),
providing for, among other things, the acquisition of the Company
by People's United (the "Merger"). The Merger became effective
on February 19, 2010 (the "Effective Time"), pursuant to a
Certificate of Merger filed with the Secretary of State of the
State of Delaware and Articles of Merger filed with the Secretary
of State of the State of Nevada.
At the Effective Time, each outstanding share of the
Company's Common Stock, other than shares owned by People's
United or the Company, was cancelled and converted into the right
to receive a combination of (i) one share of common stock of
People's United and (ii) $11.27 in cash, without interest.
As a result of the Merger, the Company has terminated all
offerings of its Common Stock pursuant to its existing
registration statements, including the Registration Statement.
The Company hereby removes from registration all shares of Common
Stock registered under the Registration Statement that remain
unsold as of the date of this Post-Effective Amendment.
Item 8. Exhibits.
The exhibits filed as part of this Post-Effective Amendment
No. 1 to the Registration Statement are as follows:
Exhibit No. Description of Exhibit
----------- --------------------------------------------------
24.1** Power of Attorney (included on signature page
of the Registration Statement)
** Previously filed
2
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 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York,
State of New York on this 22nd day of February 2010.
FINANCIAL FEDERAL CORPORATION
-----------------------------
(Registrant)
By: /s/ Troy H. Geisser
---------------------
Senior Vice President
and Secretary
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 by the following persons on February
22, 2010 in the capacities indicated.
Signature Title
------------------------ ----------------------------------
* Director
------------------------
Lawrence B. Fisher
* Director
------------------------
Michael C. Palitz
* Director
------------------------
Leopold Swergold
* Director
------------------------
H.E. Timanus, Jr.
* Director
------------------------
Michael J. Zimmerman
/s/ Paul R. Sinsheimer Chief Executive Officer,
------------------------ President and Director
Paul R. Sinsheimer (Principal Executive Officer)
/s/ Steven F. Groth Senior Vice President and
------------------------ Chief Financial Officer
Steven F. Groth (Principal Financial Officer)
/s/ David H. Hamm Vice President and Controller
------------------------ (Principal Accounting Officer)
David H. Hamm
*By: /s/ Troy H. Geisser
--------------------
Troy H. Geisser,
attorney-in-fact
3
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ---------------------------------------------
24.1** Power of Attorney (included on signature page
of the Registration Statement)
** Previously filed
4