As filed with the Securities and Exchange Commission on October 30, 2013

 

Registration No. 333-22287

 

 

SECURITIES AND EXCHANGE COMMISSION 

 

WASHINGTON, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

REGISTRATION STATEMENT ON

FORM S-8

 

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

BERKSHIRE BANCORP INC.

(Exact name of registrant as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation or organization)

94-2563513 (I.R.S. Employer Identification No.)

 

160 Broadway, New York, New York 10038

(Address of principal executive offices and zip code)

 

 

1991 Stock Incentive Plan; Stock Option Plan for Non-Employee Directors

(Full title of the plan)

 

 

Dr. Joseph Fink

President and Chief Executive Officer

Berkshire Bancorp Inc.

160 Broadway

New York, New York 10038

(212) 791-5362

(Name, address and telephone number, including area code, of agent for service)

 

Copy to:

Emanuel J. Adler, Esq.

Blank Rome LLP

405 Lexington Avenue

New York, New York 10174

 

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  ¨	Accelerated filer  ¨
Non-accelerated filer  ¨	Smaller reporting company  x
(Do not check if a smaller reporting company)

 

 

 

EXPLANATORY NOTE

 

Berkshire Bancorp Inc. (the “Registrant”) is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to deregister certain securities originally registered by the Registrant (then known as Cooper Life Sciences, Inc.) pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on February 25, 1997, File No. 333-22287 (the “1997 Form S-8”), with respect to shares of the Registrant’s common stock, par value $0.10 per share (the “Common Stock”), thereby registered for offer or sale pursuant to the Company’s 1991 Stock Incentive Plan and the Stock Option Plan for Non-Employee Directors (collectively, the “Plans”). A total of 975,000 shares of Common Stock (as adjusted to reflect the thirty-for-one stock split and one-for-three reverse stock split effected by the Registrant on May 18, 2004) were initially registered for issuance under the 1997 Form S-8.

 

The total number of shares issuable under the Plans was 975,000. The Plans expired on March 23, 1999, when they were replaced by the 1999 Stock Incentive Plan adopted on that date.

 

All shares of Common Stock registered under the 1997 Form S-8 that remain unsold are hereby deregistered.

 

 

 

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 No. 1 to Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 30th day of October, 2013.

 

	BERKSHIRE BANCORP INC.
	By:	/s/ Joseph Fink
		Joseph Fink
		President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated below, which includes all of the members of the board of directors, on this 30th day of October, 2013.

 

	/s/ Joseph Fink		President and Chief Executive Officer
	Joseph Fink		(Principal executive officer, principal financial officer and principal accounting officer)
	/s/ William Cohen		Director
	William Cohen
	/s/ Martin Fischer		Director
	Martin Fischer
	/s/ George Karfunkel		Director
	George Karfunkel
	/s/ Philippe D. Katz		Director
	Philippe D. Katz
	/s/ Moses Krausz		Director
	Moses Krausz
	/s/ Moses Marx
	Moses Marx		Director