Post-effective Amendment to Registration Statement (pos Am)
June 26 2015 - 5:14PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 26, 2015
Registration No. 333–188464
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 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. 1 relates to the Automatic Shelf Registration Statement on Form S-3 (Registration No. 333-188464)
of Ocwen Financial Corporation, a Florida corporation (the “Registrant”), which was filed with the Securities and
Exchange Commission on May 8, 2013 and became effective on May 9, 2013 (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 162,000 shares of series A perpetual convertible preferred stock, par value $0.01 per share, with a liquidation
preference of $1,000 per share (the “Series A Preferred Stock”) and shares of common stock, par value $0.01 per share,
issuable upon the conversion of such shares of Series A Preferred Stock, if and to the extent that such selling stockholders convert
their Series A Preferred Stock to shares of common stock of the Registrant. On July 14, 2014, the Registrant entered into a Repurchase
Letter Agreement pursuant to which all outstanding shares of the Series A Preferred Stock were converted into common stock and
immediately repurchased and canceled.
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. 1 to the Registration Statement on Form S-1 to terminate the effectiveness of such Registration
Statement and to deregister all shares of Series A Preferred Stock 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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