As filed with the Securities and Exchange Commission on January 15, 2008

 

Registration No.  333-140269

 

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

 

 

ACA Capital Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

140 Broadway
New York, New York
10005
Tel: (212) 375-2000
(Address, including Zip Code, and telephone number, including area code, of
 registrant’s principal executive offices)

 

Amended and Restated 2006 Stock Incentive Plan

(Full title of the plan)

 

 

Nora J. Dahlman, Esq.

Senior Managing Director, General Counsel

ACA Capital Holdings, Inc.

140 Broadway

New York, New York 10005

(212) 375-2000

(Name, Address, including Zip Code, and telephone number, including area code, of agent for service)

 

 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment No. 1 to the registration statement on Form S-8, File No. 333-140269 (the “Registration Statement”), which was originally filed on January 26, 2007, is being filed to terminate the Registration Statement and deregister unsold shares of common stock of the registrant, ACA Capital Holdings, Inc., to be offered under the Amended and Restated 2006 Stock Incentive Plan which amended the Amended and Restated 2004 Stock Incentive Plan which amended the Omnibus Incentive Compensation Plan (the “Plan”). The Registration Statement registered 5,752,604 shares of the registrant’s common stock issuable pursuant to the Plan.

 

Pursuant to the registrant’s undertaking in Item 9 of Part II of the Registration Statement, this Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister, as of the effectiveness of this Post-Effective Amendment, all shares of common stock registered under the Registration Statement that were not sold prior to the date hereof.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York State, on this 15th day of January, 2008.

 

 

	ACA Capital Holdings, Inc.
	By:	/s/ Edward U. Gilpin
		Edward U. Gilpin
		Chief Financial 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 date indicated.

 

Signature			Title			Date
*			President, Chief Executive Officer and Director			January 15, 2008
			(Principal Executive Officer)
Alan S. Roseman
/s/ Edward U. Gilpin			Chief Financial Officer, Executive Vice President				January 15, 2008
			and Director (Principal Financial and Accounting
Edward U. Gilpin			Officer)
*			Chairman of the Board			January 15, 2008
David E. King
*			Director			January 15, 2008
David M. Barse
*			Director				January 15, 2008
John G. Berylson

 

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*			Director		January 15, 2008
Douglas L. Jacobs
*			Director		January 15, 2008
Robert Juneja
*			Director		January 15, 2008
William H. Lacy
			Director
Gideon A. Pell
*			Director		January 15, 2008
Warren A. Stephens

 

* By:	/s/ Nora J. Dahlman
	Nora J. Dahlman,
	As Attorney-in-Fact

 

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