Document


As filed with the Securities and Exchange Commission on August 17, 2016
Registration No. 333-132016
 
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
TD Ameritrade Holding Corporation
(Exact name of registrant as specified in its charter)

 
Delaware
 
82-0543156
 
 
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 

 
200 South 108th Avenue
Omaha, Nebraska
 

68154
 
 
(Address of principal executive offices)
 
(Zip Code)
 

TD Ameritrade Holding Corporation Associates
401(k) Profit Sharing Plan and Trust
(Full Title of the Plan)
 
David L. Lambert
Deputy General Counsel
6940 Columbia Gateway Dr., Suite 200
Columbia, MD 21064
(Name and address of agent for service)
 
(402) 331-7856
(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.
Large accelerated filer
 
x
 
Accelerated filer
 
¨
 
 
 
 
 
 
 
Non-accelerated filer
 
¨ (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨

 










TERMINATION OF REGISTRATION
TD Ameritrade Holding Corporation, a Delaware corporation (the “Company”), is filing this Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) to the Registration Statement on Form S-8, filed with the Securities and Exchange Commission on February 23, 2006, Registration No. 333-132016 (the “Registration Statement”), in order to deregister any and all shares of the Company’s common stock and interests under the TD Ameritrade Holding Corporation Associates 401(k) Profit Sharing Plan and Trust (the “Plan”) that were originally registered pursuant to the Registration Statement and remain unsold.
The Plan no longer allows participants to invest in the Company’s common stock and therefore no additional shares of the Company’s common stock will be sold under the Plan. This Post-Effective Amendment is being filed to deregister all Plan interests and any shares of the Company’s common stock that have not been issued under the Plan.


 






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 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 City of New York, State of New York, on July 22, 2016.
                        
 
 
TD AMERITRADE HOLDING CORPORATION 
 
 
 
 
 
 
 
By:
/s/ Fredric J. Tomczyk
 
 
 
 
Name: Fredric J. Tomczyk
 
 
 
 
Title: Chief Executive Officer
 


Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacities indicated on July 22, 2016.

 
 
 
Signature
 
Title
 
 
 
/s/ Fredric J. Tomczyk
Fredric J. Tomczyk 
 

Chief Executive Officer and Director
(Principal Executive Officer)
 
 
 
/s/ Stephen J. Boyle
Stephen J. Boyle
 

Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
 
 
 
/s/ Joseph H. Moglia
Joseph H. Moglia 
 
Chairman of the Board
 
 
 
/s/ Lorenzo A. Bettino
Lorenzo A. Bettino 
 
Director
 
 
 
/s/ V. Ann Hailey
V. Ann Hailey
 
Director
 
 
 
/s/ Tim Hockey
Tim Hockey 
 
President and Director
 
 
 
/s/ Karen E. Maidment
Karen E. Maidment
 
Director
 
 
 
/s/ Bharat B. Masrani
Bharat B. Masrani 
 
Director
 
 
 





/s/ Irene R. Miller
Irene R. Miller
 
Director
 
 
 
/s/ Mark L. Mitchell
Mark L. Mitchell 
 
Director
 
 
 
/s/ Wilbur J. Prezzano
Wilbur J. Prezzano 
 
Director
 
 
 
/s/ Todd M. Ricketts
Todd M. Ricketts
 
Director
 
 
 
________________
Allan R. Tessler 
 
Director