Post-effective Amendment to an S-8 Filing (s-8 Pos)
June 27 2017 - 5:30PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 27, 2017
Registration No. 333-144189
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
DISCOVER
FINANCIAL SERVICES
(Exact name of registrant as specified in its charter)
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Delaware
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36-2517428
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2500 Lake Cook Road
Riverwoods, Illinois 60015
(Address of Principal Executive Offices, including Zip Code)
DISCOVER FINANCIAL SERVICES 401(k) PLAN
(Full title of the plan)
Kathryn
McNamara Corley, Esq.
Executive Vice President, General Counsel and Secretary
Discover Financial Services
2500 Lake Cook Road
Riverwoods, Illinois 60015
(Name and address of agent for service)
Telephone:
(224) 405-0900
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. (Check
one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
Discover Financial Services, a Delaware corporation (the
Registrant
), is filing this Post-Effective Amendment No. 1
(the
Post-Effective Amendment
) to deregister certain securities originally registered by the Registration Statement on Form S-8 (File No. 333-144189 ) (the
Registration Statement
) filed with the Securities
and Exchange Commission on June 29, 2007. The Registration Statement registered 10,000,000 shares of common stock, $.01 par value per share, of the Registrant (
Common Stock
), and an indeterminate amount of plan interests to
be offered and sold pursuant to the Discover Financial Services 401(k) Plan (the
Plan
).
The Plan no longer offers
Common Stock as an investment option. Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statement and, pursuant to the undertakings contained in the Registration Statement to remove from registration by means of a
post-effective amendment any of the securities that had been registered for issuance but remain unsold at the termination of the offering, the Registrant hereby removes from registration any remaining shares of Common Stock and all plan interests
that were registered for issuance pursuant to the Registration Statement and that remain unsold as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such Common Stock and plan
interests.
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Riverwoods, State of
Illinois, on June 27, 2017.
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DISCOVER FINANCIAL SERVICES
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By:
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/s/ R. Douglas Rose
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R. Douglas Rose
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Senior Vice President and
Chief Human
Resources Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment has been signed by
the following persons in the capacities and on the date indicated.
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Name
Title
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Date
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/s/ Jeffrey S. Aronin
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June 15, 2017
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Jeffrey S. Aronin
Director
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/s/ Mary K. Bush
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June 15, 2017
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Mary K. Bush
Director
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/s/ Gregory C. Case
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June 15, 2017
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Gregory C. Case
Director
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/s/ Joseph F. Eazor
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June 23, 2017
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Joseph F. Eazor
Director
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/s/ Cynthia A. Glassman
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June 26, 2017
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Cynthia A. Glassman
Director
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/s/ R. Mark Graf
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June 26, 2017
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R. Mark Graf
Executive Vice President and Chief
Financial Officer
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/s/ Richard H. Lenny
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June 15, 2017
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Richard H. Lenny
Director
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/s/ Thomas G. Maheras
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June 15, 2017
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Thomas G. Maheras
Director
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Name
Title
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Date
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/s/ Edward W. McGrogan
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June 19, 2017
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Edward W. McGrogan
Senior Vice President,
Controller and
Chief Accounting Officer
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/s/ Michael H. Moskow
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June 15, 2017
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Michael H. Moskow
Director
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/s/ David W. Nelms
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June 19, 2017
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David W. Nelms
Chairman of the Board and Chief
Executive Officer
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/s/ Mark A. Thierer
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June 22, 2017
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Mark A. Thierer
Director
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/s/ Lawrence A. Weinbach
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June 15, 2017
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Lawrence A. Weinbach
Lead Director
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The Plan
. Pursuant to the requirements of the Securities Act of 1933, as amended, the
administrator of the Plan has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Riverwoods, State of Illinois, on June 27, 2017.
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DISCOVER FINANCIAL SERVICES
401(
K
) PLAN
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By:
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/s/ R. Douglas Rose
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R. Douglas Rose
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Senior Vice President and
Chief Human
Resources Officer, Plan
Fiduciary
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