As filed with the Securities and Exchange Commission on January 20, 2015
Registration Nos. 333-197227 and
333-197227-01
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
Under the Securities Act of 1933
GWG HOLDINGS, INC.
GWG LIFE, LLC
(Exact name of Registrant as specified in its charter)
|
Delaware Delaware |
26-2222607 20-4356955 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
220 South Sixth Street, Suite 1200
Minneapolis, Minnesota 55402
Tel: (612) 746-1944
Fax: (612) 746-0445
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
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Jon R. Sabes Chief Executive Officer 220 South Sixth Street, Suite 1200 Minneapolis, Minnesota 55402 Tel: (612) 746-1944 (Name, address, including zip code, and telephone number, including area code, of agent for service) |
Copies to: Paul D. Chestovich, Esq. Maslon Edelman Borman & Brand, LLP 3300 Wells Fargo Center 90 South Seventh Street Minneapolis, Minnesota 55402 Tel: (612) 672-8200 |
Approximate date of commencement of proposed sale to the public: from time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ý Registration Nos. 333-197227 and 333-197227-01
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the SEC pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
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. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company ý
EXPLANATORY NOTE
Pursuant to Rule 462(d), GWG Holdings, Inc., a Delaware corporation (the “Company”), is filing this Post-Effective Amendment to its Form S-1 registration statement (SEC File Nos. 333-197227 and 333-197227-01) (the “Registration Statement”) solely to amend Exhibits 3.4 and 4.8 to such Registration Statement. Exhibit 3.4 are the Company’s Bylaws as amended to and including November 13, 2014. Exhibit 4.8 is a new form of Subscription Agreement that will be used in the offering to which this Registration Statement relates.
This Post-Effective Amendment does not modify any provision of Part I or Part II of the Registration Statement (or any related prospectus or prospectus supplement) other than supplementing Part II, Item 16(a), as set forth below.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
| Exhibit No. | Description | |
| 3.4 | Bylaws, as amended to and including November 13, 2014 (filed herewith) | |
| 4.8 | Form of Subscription Agreement for L Bonds (revised January 2015) (filed herewith) |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on January 20, 2015.
| GWG Holdings, INC. | ||
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| By: | /s/ Jon R. Sabes | |
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Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed, as of January 20, 2015, by the following persons in the capacities indicated below.
| Name | Title | |
| /s/ Jon R. Sabes | Director, Chief Executive Officer | |
| Jon R. Sabes | (Principal Executive Officer) | |
| /s/ Paul A. Siegert * | Chairman of the Board | |
| Paul A. Siegert | ||
| /s/ William Acheson | Chief Financial Officer | |
| William Acheson | (Principal Financial and Accounting Officer) | |
| /s/ Steve F. Sabes * | Director, President and Secretary | |
| Steven F. Sabes | ||
| /s/ David H. Abramson * | Director | |
| David H. Abramson | ||
| /s/ Shawn R. Gensch * | Director | |
| Shawn R. Gensch | ||
| /s/ Jeffrey L. McGregor * | Director | |
| Jeffrey L. McGregor | ||
| /s/ Charles H. Maguire III * | Director | |
| Charles H. Maguire III |
| * Signed pursuant to power of attorney held by Jon R. Sabes. | |||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on January 20, 2015.
| GWG Life, LLC | ||
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| By: | /s/ Jon R. Sabes | |
|
Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed, as of January 20, 2015, by the following persons in the capacities indicated below.
| Name | Title | |
| /s/ Jon R. Sabes | Chief Executive Officer | |
| Jon R. Sabes | (Principal Executive Officer) | |
| /s/ William Acheson | Chief Financial Officer | |
| William Acheson | (Principal Financial and Accounting Officer) | |
| /s/ Jon R. Sabes | Manager of GWG Life, LLC | |
| Jon R. Sabes |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.4 | Bylaws, as amended to and including November 13, 2014 (filed herewith) | |
| 4.8 | Form of Subscription Agreement for L Bonds (revised January 2015) (filed herewith) |