SEC Form S-8 POS filed by Hallmark Financial Services Inc.

As filed with the Securities and Exchange Commission on January 16, 2024

Registration No. 333-160050

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

HALLMARK FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

Hallmark Financial Services, Inc. 2005 Long Term Incentive Plan

(Full title of the plan)

Christopher J. Kenney

President and Chief Executive Officer

Hallmark Financial Services, Inc.

5420 Lyndon B. Johnson Freeway,

Suite 1100,

Dallas, Texas 75240

(817) 348-1600

(Name, address, and 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, 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.

EXPLANATORY NOTE TO DEREGISTRATION OF SECURITIES

Hallmark Financial Services, Inc. (the “Registrant”) is filing this post-effective amendment to deregister certain of the securities originally registered pursuant to the Registration Statement on Form S-8 (File No. 333-160050), filed with the Securities and Exchange Commission on June 18, 2009 (the “Registration Statement”) with respect to 1,166,667 shares of the Registrant’s common stock (“Common Stock”) to be issued under the Hallmark Financial Services, Inc. 2005 Long Term Incentive Plan (the “2005 LTIP”) in addition to the 833,333 shares previously registered for issuance under the 2005 LTIP pursuant to a Registration Statement (File No. 333-140000) filed with the Securities and Exchange Commission on January 16, 2007.

The Registrant is filing this Post-Effective Amendment to the Registration Statement to deregister, as of the date hereof, all Common Stock registered pursuant to the Registration Statement that remain unsold or otherwise unissued as of the filing of this post-effective amendment.

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 Amendment No. 1 on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 16th day of January, 2024.

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: