Post-effective Amendment to Registration Statement (pos Am)
September 20 2022 - 5:25PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on September 20, 2022
Registration No. 333-258065
Registration No. 333-221394
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
Post-Effective Amendment No. 1 (No. 333-258065)
Post-Effective
Amendment No. 1 (No. 333-221394)
TO
FORM S-3
REGISTRATION
STATEMENT UNDER
THE SECURITIES ACT OF 1933
GAMCO INVESTORS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization) |
13-4007862
(I.R.S. Employer Identification No.) |
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191 Mason Street, Greenwich, CT 06830
One Corporate Center, Rye, NY 10580
(203) 629-2726
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices) |
____________________________
Peter Goldstein
GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580
(914) 921-3700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________________
With a copy to:
Elizabeth Gonzalez-Sussman, Esq.
Kenneth A. Schlesinger, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
____________________________
Approximate date of commencement
of proposed sale to the public: Not applicable.
If the only securities
being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
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,
other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ¨
If this Form is filed
to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
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. ¨
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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.
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Large accelerated filer ¨ |
Accelerated filer ý |
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Non-accelerated filer ¨ |
Smaller reporting company ý |
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Emerging growth company ¨ |
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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
GAMCO
Investors, Inc., a Delaware corporation (“GAMCO” or the “Company”), is filing these post-effective amendments
(the “Post-Effective Amendments”) to the following Registration Statements on Form S-3 (the “Registration Statements”),
which have been previously filed with the Securities and Exchange Commission (the “SEC”), to deregister:
| 1. | Any and all securities, registered but unsold or otherwise unissued
as of the date hereof under the Registration Statement No. 333-258065, filed with the SEC on July 21, 2021, registering an indeterminate
number of Senior or Subordinated Debt Securities, Preferred Stock, par value $0.001 per share, Class A Common Stock, par value $0.001
per share (the “Common Stock”), Stock Purchase Contracts, Stock Purchase Units, Warrants and Rights, or any combination of
the foregoing, having an aggregate initial public offering price not to exceed $500 million. |
| 2. | Any and all shares of Common Stock, registered but unsold or otherwise
unissued as of the date hereof under Registration Statement No. 333-221394, filed with the SEC on November 7, 2017, registering 4,393,055
shares of Common Stock offered for sale, from time to time, by the selling stockholder identified thereby. |
On September 16, 2022, the Company
announced its intention to apply for the voluntary delisting of the Common Stock from the New York Stock Exchange and the voluntary
deregistration from the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
with the SEC. In connection with the Company’s voluntary decision to delist and deregister, the Company has terminated any and all
offerings pursuant to the Registration Statements. Accordingly, this filing is made pursuant to
an undertaking made by the Company in Part II of each Registration Statement to remove from registration by means of a post-effective
amendment any securities that had been registered for issuance but remain unsold at the termination of each offering. The Company, by
filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements and removes from registration
any and all securities registered but unsold or otherwise unissued under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended (the “Securities Act”), the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to the Registration
Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rye, State of New York
on September 20, 2022.
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GAMCO INVESTORS, INC. |
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By: |
/s/ Kieran Caterina |
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Name: |
Kieran Caterina |
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Title: |
Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) |
No other person is required
to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933.
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