As filed with the Securities and Exchange Commission on December 4, 1996 Registration No. 333-05153 ======================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- OCWEN FINANCIAL CORPORATION ----------------------------------------------------------------------- (Exact name of registrant as specified in its articles of incorporation) The Forum, Suite 1000 1675 Palm Beach Lakes Blvd. West Palm Beach, Florida 33401 (561) 681-8000 --------------------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) William C. Erbey President and Chief Executive Officer Ocwen Financial Corporation The Forum, Suite 1000 1675 Palm Beach Lakes Blvd. West Palm Beach, Florida 33401 (561) 681-8000 -------------------------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Raymond A. Tiernan, Esq. Lee Meyerson, Esq. Gerard L. Hawkins, Esq. Simpson Thacher & Bartlett Elias, Matz, Tiernan & Herrick L.L.P. 425 Lexington Avenue 734 15th Street, N.W., 12th Floor New York, New York 10017-3909 Washington, D.C. 20005 (212) 455-2000 (202) 347-0300 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ] THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ===============================================================================
FLORIDA 6712, 6035 65-0039856 ------- ---------- ---------- (State or other jurisdiction of (Primary Standard (I.R.S. Employer incorporation or organization) Industrial Classification Code Number) Identification No.) PART II INFORMATION NOT REQUIRED IN PROSPECTUS DEREGISTRATION OF 11 7/8% NOTES DUE 2003 The Registrant hereby deregisters $18.75 million principal amount of 11 7/8% Notes due 2003 ("Notes") previously registered for issuance pursuant to an over-allotment option granted to the Underwriter in connection with an offering by the Registrant of $125 million principal amount of Notes (exclusive of Notes issuable pursuant to the Underwriter's over-allotment option). The $125 million principal amount of Notes was issued on September 30, 1996. II-1 SIGNATURES The Registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Palm Beach, State of Florida, on December 4, 1996. OCWEN FINANCIAL CORPORATION By: /S/ WILLIAM C. ERBEY ----------------------- William C. Erbey Chairman, President and Chief Executive Officer (duly authorized representative) Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated. /s/ WILLIAM C. ERBEY Date: December 4, 1996 - -------------------------------------------- William C. Erbey Chairman, President and Chief Executive Officer (principal executive officer) /s/ W. C. MARTIN Date: December 4, 1996 - -------------------------------------------- W. C. Martin Director /s/ HOWARD H. SIMON Date: December 4, 1996 - -------------------------------------------- Howard H. Simon Director II-2 /s/ BARRY N. WISH Date: December 4, 1996 - -------------------------------------------- Barry N. Wish, Director /s/ CHRISTINE A. REICH Date: December 4, 1996 - -------------------------------------------- Christine A. Reich Managing Director and Chief Financial Officer (principal financial and accounting officer) II-3