As
filed with the Securities and Exchange Commission on July 26, 2010
Registration
No. 333- 130102
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
THE
PMI GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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94-3199675
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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3003
Oak Road, Walnut Creek, California 94597-2098
(Address
of Principal Executive Offices) (Zip Code)
THE
PMI GROUP, INC. SAVINGS AND PROFIT-SHARING PLAN
(Full
titles of the plan)
Andrew
D. Cameron
Executive
Vice President and General Counsel
The
PMI Group, Inc.
3003
Oak Road
Walnut
Creek, California 94597-2098
(Name
and address of agent for service)
Telephone
number, including area code, of agent for service:
(925) 658-7878
Copy
to:
John
E. Aguirre, Esq.
Wilson
Sonsini Goodrich & Rosati, PC
650
Page Mill Road
Palo
Alto, California 94304-1050
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
Securities Exchange Act of 1934. (Check one):
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Large
accelerated filer
¨
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Accelerated
filer
ý
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Non-accelerated
filer
¨
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Smaller
reporting company
¨
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DEREGISTRATION
OF SECURITIES
The
PMI Group, Inc. Savings and Profit-Sharing Plan
On
December 2, 2005, The PMI Group, Inc. (the “Company”) registered
500,000 shares of its common stock (“Shares”) for investment by participants,
and an indeterminate number of plan interests, under The PMI Group,
Inc. Savings and Profit-Sharing Plan (the “Plan”).
Effective June 30, 2009, the fiduciary
committee that administers the Plan discontinued offering Shares for investment
by participants in the Plan.
In accordance with the undertakings
made by the registrant in the registration statement to remove from
registration, by means of a post-effective amendment, any of the securities
which remain unsold at the termination of the offering, the Company hereby
removes from registration all Shares and related plan interests previously
registered but unsold under the registration statement, and terminates the
registration.
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
8. Exhibits.
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24.1
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Power
of Attorney of Directors (included with signatures on page
2).
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24.2
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Power
of Attorney of Plan Committee.
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SIGNATURES
AND POWERS OF ATTORNEY
THE
REGISTRANT
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 the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Walnut Creek, State of California, on the 26th
day of July, 2010.
THE PMI
GROUP, INC.
(Registrant)
/s/ L. Stephen
Smith
______
L.
Stephen Smith
Chairman
of the Board and
Chief
Executive Officer
The
officers and directors of The PMI Group, Inc., whose signatures appear below,
hereby constitute and appoint Andrew Cameron and Thomas H. Jeter, and each of
them, their true and lawful attorneys and agents, with full power of
substitution and re-substitution, each with power to act alone, to sign and
execute on behalf of the undersigned this post-effective amendment to the
registration statement on Form S-8 (including any further amendment or
amendments, and any supplement or supplements), and each of the undersigned does
hereby ratify and confirm all that each of said attorney and agent, or their or
his substitutes, shall do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this post-effective amendment
to the registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature
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Title
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Date
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Principal
Executive Officer:
L.
Stephen Smith
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Chairman
of the Board and Chief Executive Officer
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July
26, 2010
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Principal
Financial Officer:
Donald
P. Lofe, Jr.
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Executive
Vice President, Chief Financial Officer and
Chief Administrative Officer
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July
26, 2010
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Principal
Accounting Officer:
Thomas
H. Jeter
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Group
Senior Vice President, Chief Accounting Officer and Corporate
Controller
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July
26, 2010
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Directors:
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Signature
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Title
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Date
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Carmine
Guerro
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Director
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July
26, 2010
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Wayne
E. Hedien
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Director
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July
26, 2010
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Louis
G. Lower II
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Director
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July
26, 2010
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Raymond
L. Ocampo Jr.
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Director
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July
26, 2010
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John
D. Roach
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Director
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July
26, 2010
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L.
Stephen Smith
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Director
– Chairman of the Board
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July
26, 2010
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José
H. Villarreal
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Director
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July
26, 2010
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Mary
Lee Widener
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Director
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July
26, 2010
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Ronald
H. Zech
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Director
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July
26, 2010
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Pursuant
to the requirements of the Securities Act of 1933, the trustees (or other
persons who administer the employee benefit plan) have duly caused this
post-effective amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Walnut
Creek, State of California, on the 26th day of July, 2010.
THE PMI
GROUP, INC. SAVINGS AND PROFIT-SHARING PLAN
By
____/s/ Charles
Broom
__________________
Charles Broom
Senior Vice President, Human
Resources
EXHIBIT
INDEX
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24.1
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Power
of Attorney of Directors (included with signatures on page
2).
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24.2
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Power
of Attorney of Plan Committee.
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