Post-effective Amendment to Registration Statement (pos Am)
June 26 2015 - 5:13PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 26, 2015
Registration No. 333–119698
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4 TO
FORM S-3
on
FORM S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OCWEN FINANCIAL
CORPORATION
(Exact name of Registrant as specified in its charter)
Florida |
6162 |
65-0039856 |
|
|
|
(State or other
jurisdiction of
incorporation or organization) |
(Primary standard
industrial
classification code number) |
(I.R.S. Employer
Identification No.) |
1000
Abernathy Road NE, Suite 210
Atlanta,
Georgia 30328
(561)
682-8000
(Address, including zip code, and telephone number, including area code,
of Registrant’s principal executive offices)
Michael
R. Bourque, Jr.
Executive Vice President and Chief Financial Officer
c/o 1000 Abernathy Road NE, Suite 210
Atlanta,
Georgia 30328
(561)
682-8000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Timothy
M. Hayes
Executive
Vice President and General Counsel
c/o
1000 Abernathy Road NE, Suite 210
Atlanta,
Georgia 30328
(561)
682-8000
|
John-Paul
Motley, Esq.
O’Melveny
& Myers LLP
400
South Hope Street
Los
Angeles, California 90071
(213)
430-6000
|
Approximate
date of commencement of proposed sale to the public: Not applicable.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. o
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering. o
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
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 |
|
o |
|
|
|
|
|
|
|
Non-accelerated
filer |
o |
(do not check if a smaller reporting company) |
|
Smaller
reporting company |
|
o |
DEREGISTRATION
OF SECURITIES
This
Post-Effective Amendment No. 4 relates to the Shelf Registration Statement on Form S-3, as amended (Registration No. 333-119698)
of Ocwen Financial Corporation, a Florida corporation (the “Registrant”), which was initially filed with the Securities
and Exchange Commission on October 12, 2004 (the “Registration Statement”). The Registration Statement was filed with
respect to the offer and resale by the selling stockholders named in the prospectus from time to time of $175,000,000 aggregate
principal amount of the Registrant’s 3.25% Contingent Convertible Senior Unsecured Notes due 2024 (the “Notes”)
and 14,379,627 shares of common stock, par value $0.01 per share issuable upon the conversion of such Notes, if and to the extent
such selling stockholders convert their Notes to shares of common stock of the Registrant. The Registrant is no longer obligated
to keep the Registration Statement effective pursuant to the Registrant’s agreement with the selling stockholders named
in the prospectus.
Pursuant
to the undertaking made by the Registrant in the Registration Statement to remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the termination of the offering, the Registrant is filing
this Post-Effective Amendment No. 4 to the Registration Statement on Form S-1 to terminate the effectiveness of such Registration
Statement and to deregister all Notes and common stock registered thereunder that remain unsold as of the date hereof.
Signatures
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this post-effective amendment to
the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, on June 26, 2015.
|
OCWEN
FINANCIAL CORPORATION |
|
|
|
By: |
/s/
|
Michael
R. Bourque, Jr. |
|
|
|
Michael
R. Bourque, Jr. |
|
|
|
Chief
Financial Officer |
|
|
|
|
Note:
No other person is required to sign this post-effective amendment to the Registration Statement in reliance upon Rule 478 under
the Securities Act of 1933, as amended.
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