0001193125-23-180487 S-8 POS 1 20230630 20230630 20230630 BGC Partners, Inc. 0001094831 6200 134063515 DE 1231 S-8 POS 33 333-261326 231062244 499 PARK AVENUE NEW YORK NY 10022 212-610-2200 499 PARK AVENUE NEW YORK NY 10022 ESPEED INC 19990913 S-8 POS 1 d490175ds8pos.htm S-8 POS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2023 Registration No. 333-189179 Registration No. 333-196708 Registration No. 333-207257 Registration No. 333-213165 Registration No. 333-261326 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-189179 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-196708 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-207257 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-213165 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-261326 UNDER THE SECURITIES ACT OF 1933 BGC PARTNERS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 13-4063515 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 499 Park Avenue New York, New York 10022 (Address of Principal Executive Offices) (Zip Code) BGC Partners, Inc. Fourth Amended and Restated Long Term Incentive Plan BGC Partners, Inc. Fifth Amended and Restated Long Term Incentive Plan BGC Partners, Inc. Sixth Amended and Restated Long Term Incentive Plan BGC Partners, Inc. Seventh Amended and Restated Long Term Incentive Plan BGC Partners, Inc. Eighth Amended and Restated Long Term Incentive Plan (Full title of the plan) Stephen M. Merkel Executive Vice President, General Counsel and Assistant Corporate Secretary BGC Partners, Inc. 499 Park Avenue New York, New York 10022 (Name and address of agent for service) (212) 610-2200 (Telephone number, including area code, of agent for service) Copies to: Leland S. Benton Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 (212) 309-6000 Fax: (212) 309-6001 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ? Accelerated filer ? Non-accelerated filer ? Smaller reporting company ? Emerging growth company ? If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ? -------------------------------------------------------------------------------- EXPLANATORY NOTE BGC Partners, Inc., a Delaware corporation (“BGC”) files this Post-Effective Amendment No. 1 to the registration statements on Form S-8 listed below (collectively, the “Registration Statements”), which have been previously filed with the Securities and Exchange Commission (the “SEC”), to deregister any remaining unsold shares of BGC’s Class A Common Stock, par value $0.01 per share, Restricted Stock Units and Other Stock-Based Awards (together, the “Securities”) that were registered for issuance under the Registration Statements. • Registration Statement No. 333-189179, as filed with the SEC on June 7, 2013, pertaining to the registration of Securities by BGC under the BGC Partners, Inc. Fourth Amended and Restated Long Term Incentive Plan. • Registration Statement No. 333-196708, as filed with the SEC on June 12, 2014, pertaining to the registration of Securities by BGC under the BGC Partners, Inc. Fifth Amended and Restated Long Term Incentive Plan. • Registration Statement No. 333-207257, as filed with the SEC on October 2, 2015, pertaining to the registration of Securities by BGC under the BGC Partners, Inc. Sixth Amended and Restated Long Term Incentive Plan. • Registration Statement No. 333-213165, as filed with the SEC on August 6, 2016, pertaining to the registration of Securities by BGC under the BGC Partners, Inc. Seventh Amended and Restated Long Term Incentive Plan. • Registration Statement No. 333-261326, as filed with the SEC on November 24, 2021, pertaining to the registration of Securities by BGC under the BGC Partners, Inc. Eighth Amended and Restated Long Term Incentive Plan. The offerings of the Securities pursuant to the Registration Statements have been terminated, and BGC hereby removes from registration all of the unsold Securities registered under the Registration Statements. -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, BGC Partners, Inc. 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 Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on June 30, 2023. BGC PARTNERS, INC. /s/ Jason W. Hauf Name: Jason W. Hauf Title: Chief Financial Officer No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statements in reliance on Rule 478 under the Securities Act.