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Previous: NEWCOURT RECEIVABLES CORP II, 8-K, 1999-04-21 |
Next: SEAGATE SOFTWARE INC, 10-Q/A, 1999-04-21 |
<PAGE>
As filed with the Securities and Exchange Commission on April 21, 1999
Registration No. 333-46517
================================================================================
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
----------------
HEADLANDS MORTGAGE COMPANY
(Exact Name of registrant as specified in its charter)
<TABLE>
<S> <C>
California 94-2851992
(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.)
</TABLE>
1100 Larkspur Landing Circle, Suite 101, Larkspur, California 94939
(Address of principal executive offices) (Zip code)
HEADLANDS MORTGAGE COMPANY
1998 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
----------
Peter T. Paul
President
Headlands Mortgage Company
1100 Larkspur Landing Circle, Suite 101
Larkspur, California 94939
(415) 461-6790
(Name, address and telephone number, including area code, of agent for service)
------------
PLEASE SEND COPIES OF COMMUNICATIONS TO:
Phillip R. Pollock, Esq.
Tobin & Tobin
500 Sansome Street, Eighth Floor
San Francisco, California 94111
----------
<PAGE>
PART I
On March 30, 1999, the Registrant was acquired by GreenPoint Financial
Corp., a Delaware corporation, whose shares are listed on the New York Stock
Exchange. As a condition to effectiveness of the transaction, the Registrant
agreed to terminate its 1998 Employee Stock Purchase Plan (the "Plan").
Accordingly, the Plan was terminated effective as of December 31, 1998.
This Registration Statement initially covered 300,000 shares of Common
Stock issuable under the Plan. Prior to termination of the Plan, the Registrant
had issued a total of 64,296 shares pursuant to the terms of the Plan, which
shares were covered by this Registration Statement. Accordingly, the
Registrant, pursuant to the undertaking of this Registration Statement, hereby
removes from registration the 235,704 shares remaining unsold upon termination
of the Plan.
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<PAGE>
SIGNATURES
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 Larkspur, State of
California, on April 16, 1999.
HEADLANDS MORTGAGE COMPANY
By /s/ Peter T. Paul
-----------------------
Peter T. Paul
(President)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
Signature Position Date
--------- -------- ----
<S> <C> <C>
/s/ Peter T. Paul
- --------------------------------------- President, Chief Executive Officer and Director April 16, 1998
Peter T. Paul (Principal Executive Officer)
/s/ Becky S. Poisson*
- --------------------------------------- Executive Vice President - Operations and Director April 16, 1998
Becky S. Poisson
/s/ Gilbert J. MacQuarrie
- --------------------------------------- Executive Vice President, Chief Financial April 16, 1998
Gilbert J. MacQuarrie Officer, Secretary and Director
(Principal Financial Officer and Principal
Accounting Officer)
/s/ Steven M. Abreu*
- --------------------------------------- Executive Vice President, Production and April 16, 1998
Steven M. Abreu Secondary Marketing
_______________________________________ Director April ___, 1998
Mark L. Korell
_______________________________________ Director April ___, 1998
Leonard Auerbach
_______________________________________ Director April ___, 1998
Mark E. Lachtman
*By /s/ Gilbert J. MacQuarrie
____________________________________
Gilbert J. MacQuarrie
Attorney-in-Fact:
</TABLE>
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