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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Discover Financial Services | NYSE:DFS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.01 | 0.01% | 126.74 | 331 | 14:04:41 |
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)
Delaware | 36-2517428 | |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
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):
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
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.
DISCOVER FINANCIAL SERVICES | ||
By: | /s/ R. Douglas Rose | |
R. Douglas Rose | ||
Senior Vice President and Chief Human Resources Officer |
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.
Name Title |
Date |
|
/s/ Jeffrey S. Aronin |
June 15, 2017 |
|
Jeffrey S. Aronin Director |
||
/s/ Mary K. Bush |
June 15, 2017 |
|
Mary K. Bush Director |
||
/s/ Gregory C. Case |
June 15, 2017 |
|
Gregory C. Case Director |
||
/s/ Joseph F. Eazor |
June 23, 2017 |
|
Joseph F. Eazor Director |
||
/s/ Cynthia A. Glassman |
June 26, 2017 |
|
Cynthia A. Glassman Director |
||
/s/ R. Mark Graf |
June 26, 2017 |
|
R. Mark Graf Executive Vice President and Chief Financial Officer |
||
/s/ Richard H. Lenny |
June 15, 2017 |
|
Richard H. Lenny Director |
||
/s/ Thomas G. Maheras |
June 15, 2017 |
|
Thomas G. Maheras Director |
Name Title |
Date |
|
/s/ Edward W. McGrogan |
June 19, 2017 |
|
Edward W. McGrogan Senior Vice President, Controller and Chief Accounting Officer |
||
/s/ Michael H. Moskow |
June 15, 2017 |
|
Michael H. Moskow Director |
||
/s/ David W. Nelms |
June 19, 2017 |
|
David W. Nelms Chairman of the Board and Chief Executive Officer |
||
/s/ Mark A. Thierer |
June 22, 2017 |
|
Mark A. Thierer Director |
||
/s/ Lawrence A. Weinbach |
June 15, 2017 |
|
Lawrence A. Weinbach Lead Director |
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.
DISCOVER FINANCIAL SERVICES
401( K ) PLAN |
||
By: | /s/ R. Douglas Rose | |
R. Douglas Rose | ||
Senior Vice President and Chief Human Resources Officer, Plan Fiduciary |
1 Year Discover Financial Servi... Chart |
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