As filed with the Securities and Exchange Commission on December 20, 2011

Registration No. 333-168843

 

 

 

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

 

 

FAIRFAX FINANCIAL HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

 

 

 

Canada		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

95 Wellington Street West

Suite 800

Toronto, Ontario

Canada M5J 2N7

(Address of Principal Executive Offices, including zip code)

 

 

ZENITH 401(k) PLAN

(Full title of the plan)

 

 

CT Corporation System

111 Eighth Avenue, 13^th Floor

New York, New York 10011

(212) 894-8700

(Name, address, and telephone number 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. (Check one):

 

Large accelerated filer		þ		Accelerated filer		¨
Non-accelerated filer		¨		Smaller reporting company		¨

 

 

 

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DEREGISTRATION OF COMMON STOCK

Fairfax Financial Holdings Limited (the “Registrant”) is hereby filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 filed on August 13, 2010 (File No. 333-168843) (the “Registration Statement”) to deregister certain shares of the Registrant’s common stock that were registered with respect to the Zenith 401(k) Plan (formerly known as the Zenith National Insurance Corp. 401(k) Plan) (the “Plan”).

The Registration Statement registered a total of 40,000 shares issuable pursuant to the Plan.

The Registration Statement is hereby amended to deregister the remaining unissued shares under the Plan.

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PART II

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), 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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada on December 20, 2011.

 

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POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by or on behalf of the following persons in the following capacities and on December 20, 2011:

 

Signature		Title
* V. Prem Watsa		Chairman, Chief Executive Officer and Director (Principal Executive Officer)
* John Varnell		Vice President and Chief Financial Officer (Principal Financial Officer)
* David Bonham		Vice President, Financial Reporting (Principal Accounting Officer)
* Robert J. Gunn		Director
* Anthony F. Griffiths		Director
Brandon W. Sweitzer		Director
* Alan D. Horn		Director
* Timothy R. Price		Director
*By: /s/ Eric P. Salsberg Eric P. Salsberg, Attorney-in-Fact

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PLAN ADMINISTRATOR

Pursuant to the requirements of the Securities Act, the Zenith 401(k) Plan 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 Woodland Hills, State of California, on this 20th day of December, 2011.

 

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AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act, the Authorized Representative has signed this Post-Effective Amendment No. 1 to the Registration Statement, solely in its capacity as the duly authorized representative of Fairfax Financial Holdings Limited in the United States, in the Province of Ontario, Canada, on December 20, 2011.