UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CNA Surety Corporation
(Exact name of registrant as specified in its charter)
Delaware 36-4144905
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
333 South Wabash, Chicago, Illinois 60604
(Address of Principal Executive Offices) (Zip Code)
CNA Surety Corporation 1997 Long-Term Equity Compensation Plan
(Full title of the plan)
Enid Tanenhaus
Senior Vice President, General Counsel and Secretary
CNA Surety Corporation
333 South Wabash
Chicago, Illinois 60604
(Name and address of agent for service)
(312) 822-5000
(Telephone number, including area code, of agent for service)
DEREGISTRATION OF 546,402 SHARES OF COMMON STOCK
CNA Surety Corporation (the "Company") registered 3,000,000 shares of
common stock (the "Common Stock") of the Company on a Registration Statement on
Form S-8 (File No. 333-37207) (the "Registration Statement"), filed on October
3, 1997, which shares are issuable pursuant to the Company's 1997 Long-Term
Equity Compensation Plan (the "1997 Plan").
The purpose of this Post-Effective Amendment to the Registration
Statement is to deregister 546,402 of the shares of Common Stock registered
pursuant to the Registration Statement which remain available for grant under
the Company's 1997 Plan. The 546,402 shares deregistered by this Post-Effective
Amendment were carried forward to a registration statement on Form S-8 for the
2006 Long-Term Equity Compensation Plan (the "2006 Plan") filed
contemporaneously herewith, and the associated registration fee paid by the
Company to register shares issuable under its 1997 Plan on the Registration
Statement is being carried forward and applied to the registration fee necessary
to register the shares issuable under the Company's 2006 Plan. Please note that
as of November 30, 2006, 1,022,950 shares remain subject to outstanding options
previously granted under the 1997 Plan and accordingly, the Registration
Statement will remain in effect to cover the potential exercise of such
outstanding options.
ITEM 8. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
24 Power of Attorney, filed herewith
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 City of Chicago,
State of Illinois, on this 20th day of December, 2006.
CNA SURETY CORPORATION
By: /s/ JOHN F. WELCH
------------------------------------
Name: John F. Welch
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/John F. Welch* President, Chief Executive Officer and December 20, 2006
---------------------------- Director (Principal Executive Officer) ------------------
John F. Welch
/s/ John F. Corcoran Chief Financial Officer (Principal December 20, 2006
---------------------------- Financial and Accounting Officer) ------------------
John F. Corcoran
/s/ James R. Lewis* Chairman of the Board and Director December 20, 2006
---------------------------- ------------------
James R. Lewis
/s/ Phillip H. Britt* Director December 20, 2006
---------------------------- ------------------
Phillip H. Britt
/s/ Lori S. Komstadius* Director December 20, 2006
---------------------------- -----------------
Lori S. Komstadius
/s/ Roy E. Posner* Director December 20, 2006
---------------------------- -----------------
Roy E. Posner
/s/ Robert A. Tinstman* Director December 20, 2006
---------------------------- -----------------
Robert A. Tinstman
/s/ Adrian M. Tocklin* Director December 20, 2006
---------------------------- -----------------
Adrian M. Tocklin
/s/ John F. Welch* Director December 20, 2006
---------------------------- ------------------
John F. Welch
*Executed by Enid Tanenhaus as attorney-in-fact pursuant to powers of attorney
executed by such persons.
CNA SURETY CORPORATION
By: /s/ ENID TANENHAUS
-------------------------------
Name: Enid Tanenhaus
Title: Senior Vice President,
General Counsel and Secretary