As filed with the Securities and Exchange Commission on March 14, 2012

Registration No. 033-86840

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 2

TO FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

WASHINGTON MUTUAL, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Washington		91-1653725
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

1201 Third Avenue, Suite 3000

Seattle, Washington 98101

(Address of Principal Executive Offices) (Zip Code)

 

 

WASHINGTON MUTUAL, INC. EMPLOYEES’ STOCK PURCHASE PROGRAM

2002 EMPLOYEE STOCK PURCHASE PLAN

(Full Title of the Plans)

 

 

Charles Edward Smith, Esq.

Executive Vice President, General Counsel and Secretary

1201 Third Avenue, Suite 3000

Seattle, Washington 98101

(Name and Address of Agent for Service)

(206) 432-8887

(Telephone Number, Including Area Code, of Agent for Service)

 

 

COPY TO:

Eric DeJong

Perkins Coie LLP

1201 Third Avenue, Suite 4800

Seattle, Washington 98101

(206) 359-8000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		x

 

 

 

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This Post-Effective Amendment No. 2 on Form S-8 to Registration Statement No. 033-86840 shall become effective automatically upon the date of filing in accordance with Rules 456 and 464 promulgated under the Securities Act of 1933, as amended.

EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES

On November 30, 1994, Washington Mutual, Inc., a Washington corporation (the “Registrant” and “WMI”), filed a registration statement on Form S-8 (Registration Statement No. 033-86840) (the “Registration Statement”) with the Securities and Exchange Commission, which registered 694,298 shares of the Registrant’s common stock (shares increased to 1,562,170 shares after Registrant’s three-for-two stock splits) for issuance under the Registrant’s Employees’ Stock Purchase Program (the “Program”). The Registration Statement was amended by Post-Effective Amendment No. 1, which provided that up to 101,808 shares of common stock no longer were available for grant under the terms of the Program may be issued under the Registrant’s 2002 Employee Stock Purchase Plan.

As previously disclosed, on September 26, 2008, WMI and WMI Investment Corp. (“WMI Investment”, and collectively with WMI, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) (Case No. 08-12229 (MFW)). On February 23, 2012, the Bankruptcy Court entered an order confirming the Debtors’ Seventh Amended Joint Plan of Reorganization (as amended, modified or supplemented from time to time, the “Plan”). As contemplated by the Plan, all existing securities and agreements evidencing an equity interest of the Debtors shall be cancelled as of the effective date of the Plan. Therefore, this Amendment is being filed to deregister, as of the date hereof, all securities registered but not sold under the Registration Statement and all amendments thereto.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.

Exhibits.

 

Exhibit Number		Description of Document
24.1		Power of Attorney

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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 this Post-Effective Amendment No. 2 to Registration Statement No. 033-86840 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on March 14, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement No. 033-86840 has been signed by the following persons in the capacities indicated below on March 14, 2012.

 

 

*By:		/s/ Charles Edward Smith
		As Attorney-in-Fact under Power of
		Attorney effective as of March 12, 2012

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EXHIBIT INDEX

 

Exhibit Number		Description of Document
24.1		Power of Attorney