As filed with the Securities and Exchange Commission on December 20, 2013
Registration No. 333-156497
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
NEXCORE HEALTHCARE CAPITAL CORP
(Exact name of registrant as specified in its charter)
| Delaware |
20-0003432
|
| (State or Other Jurisdiction of Incorporation) | (IRS Employer Identification No.) |
1621 18th Street, Suite 250
Denver, Colorado 80202
(Address, including zip code, of Principal Executive Offices)
2008 EQUITY COMPENSATION PLAN
(Full title of the plan)
Robert E. Lawless
Chief Financial Officer
NexCore Healthcare Capital Corp
1621 18th Street, Suite 250
Denver, Colorado 80202
Telephone: (303) 244-0700
Fax: (303) 244-0720
(Name, address and telephone number of agent for service)
Copy to:
Jeffrey T. Haughey
Husch Blackwell LLP
1700 Lincoln Street, Suite 4700
Denver, Colorado 80203
Telephone: (303) 749-7200
Fax: (303) 749-7272
DEREGISTRATION OF UNSOLD SECURITIES
NexCore Healthcare Capital Corp, formerly known as CapTerra Financial Group, Inc. (the “Company”), is filing with the Securities and Exchange Commission (the “SEC”) this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-156497) (the “Registration Statement”) filed with the SEC on December 30, 2008, pursuant to which the Company registered 2,700,000 shares of the Company’s common stock, par value $0.001 per share, for issuance under the Company’s 2008 Equity Compensation Plan (the “Plan”). In 2011, a majority of the Company’s shareholders approved certain amendments to the Plan to increase the number of shares reserved for issuance to 5,050,000 shares.
The Company intends to suspend all reporting obligations by filing with the SEC a Form 15. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all the shares of the Company’s common stock covered by the Registration Statement which remain unissued as of the date of this filing. As of December 20, 2013, there were 2,458,501 shares of common stock that remain unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on December 20, 2013.
NEXCORE HEALTHCARE CAPITAL CORP
By: /s/ Robert E. Lawless
Robert E. Lawless
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed below by the following persons in the capacities and on the dates indicated:
| Signature | Title | Date |
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/s/ Gregory C. Venn Gregory C. Venn |
Director, President and Chief Executive Officer (Principal Executive Officer) |
December 20, 2013 |
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/s/ Robert E. Lawless Robert E. Lawless |
Chief Financial Officer (Principal Financial and Accounting Officer) |
December 20, 2013 |
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/s/ Peter K. Kloepfer Peter K. Kloepfer |
Director | December 20, 2013 |
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/s/ Brian L. Klemsz Brian L. Klemsz |
Director | December 20, 2013 |
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/s/ Richard A. Bloom Richard A. Bloom |
Director | December 20, 2013 |
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/s/ Loren E. Snyder Loren E. Snyder |
Director | December 20, 2013 |
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