AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 2000
REGISTRATION NO. 333-81889
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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
PRISM FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-4279417
(State of Incorporation) (I.R.S. Employer Identification No.)
440 N. ORLEANS
CHICAGO, ILLINOIS 60610
(312) 494-0020
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
PRISM FINANCIAL CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN
PRISM FINANCIAL CORPORATION 1999 OMNIBUS STOCK INCENTIVE PLAN
PACIFIC GUARANTEE MORTGAGE EQUITY VALUE PLAN
MORTGAGE MARKET EQUITY VALUE PLAN
MARK A. FILLER
Chief Executive Officer
440 N. ORLEANS
CHICAGO, ILLINOIS 60610
(312) 494-0020
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
RODD M. SCHREIBER, ESQ. STEPHANIE TSACOUMIS, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS) GIBSON, DUNN & CRUTCHER LLP
333 WEST WACKER DRIVE 1050 CONNECTICUT AVENUE, N.W.
CHICAGO, ILLINOIS 60606 WASHINGTON, D.C. 20036
(312) 407-0700 (202) 955-8500
This Post-Effective Amendment No. 1 to this Registration statement
on Form S-8 hereby deregisters in accordance with the undertakings of the
Registrant given pursuant to Item 9 of this Registration Statement and Item
512(a)(3) of Regulation S-K all securities registered pursuant to the
Registration Statement remaining unsold. Upon its effectiveness, the
Registration Statement covered 2,430,953 shares of Common Stock of the
Registrant and such indeterminate number of shares of Common Stock which
may have been subject to grant or otherwise issuable after the operation of
the provisions of the Plans governing certain adjustments. As a result of
the consummation on April 25, 2000 of Registrant's merger with Prism
Acquisition Subsidiary, Inc., pursuant to which Registrant became a
wholly-owned, indirect subsidiary of Royal Bank of Canada, Registrant has
no intention of issuing any additional shares under any of the Plans and
has terminated any offering of securities pursuant to the Plans.
(Capitalized terms not otherwise defined in this Post-Effective Amendment
No. 1 shall have the meanings ascribed to them in the Registration
Statement.)
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 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the County of
Cook, State of Illinois on April 28, 2000.
PRISM FINANCIAL CORPORATION
By: /s/ MARK A. FILLER
-------------------
Mark A. Filler
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
By: /S/ MARK A. FILLER Chief Executive Officer April 28, 2000
-------------------------- (principal executive officer)
Mark A. Filler
By: /S/ DAVID A. FISHER Senior Vice President and Chief April 28, 2000
-------------------------- Financial Officer
David A. Fisher (principal financial officer)
By: /S/ JAMES P. HAYES Controller April 28, 2000
--------------------------- (principal accounting officer)
James P. Hayes
By: /S/ ROBERT K. HORTON Director April 28, 2000
---------------------------
Robert K. Horton
</TABLE>
