Post-effective Amendment to an S-8 Filing (s-8 Pos)
01 2월 2019 - 6:57AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 31, 2019
Registration
No. 333-205830
Registration
No. 333-134058
Registration
No. 333-120563
Registration
No. 333-66352
Registration
No. 333-37665
Registration
No. 33-32453
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 333-205830
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 333-134058
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 333-120563
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 333-66352
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 333-37665
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement
No. 33-32453
UNDER
THE SECURITIES ACT OF 1933
ESSENDANT INC.
(Exact name of registrant as specified in its charter)
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Delaware
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36-3141189
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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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One Parkway North Blvd.
Suite 100
Deerfield,
Illinois 60015
(847)
627-7000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Essendant Inc. 2015 Long-Term Incentive Plan
United Stationers Inc. 2004 Long-Term Incentive Plan
United Stationers Inc. 2000 Management Equity Plan
United Stationers Inc. Retention Grant Plan
United Stationers Inc. Directors Grant Plan
United Stationers Inc. Management Equity Plan
United Stationers Inc. 1981 Stock Incentive Award Plan
United Stationers Inc. 1985 Nonqualified Stock Option Plan
United Stationers Inc. Directors Stock Option Plan
(Full titles of the plans)
Brendan J. McKeough
Senior Vice President, General Counsel and Secretary
One Parkway North Blvd.
Suite 100
Deerfield,
Illinois 60015
(847)
627-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Sean D. Rodgers, P.C.
Laura Sullivan
Kirkland & Ellis LLP
601 Lexington Avenue
New
York, New York 10022
(212)
446-4600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, 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):
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this
Post-Effective Amendment
) filed by Essendant Inc., a Delaware corporation (the
Company
), removes from registration any and all shares of the Companys common stock, par value $0.10 per share (the
Common Stock
), that remain unsold under the following registration statements (each, a
Registration Statement
, and collectively, the
Registration Statements
) filed by the Company with the United States Securities and Exchange Commission (the
SEC
):
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Registration Statement on Form
S-8
(Registration Statement
No. 333-205830),
which was filed with the SEC on July 24, 2015, pertaining to the registration of 300,000 shares of Common Stock issuable pursuant to the Essendant Inc. 2015 Long-Term Incentive Plan, as
amended and restated.
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Registration Statement on Form
S-8
(Registration Statement
No. 333-134058),
which was filed with the SEC on May 12, 2006, pertaining to the registration of 2,350,000 shares of Common Stock, including associated Preferred Stock Purchase Rights, issuable pursuant to
the United Stationers Inc. 2004 Long-Term Incentive Plan, as amended (currently named the Essendant Inc. 2004 Long-Term Incentive Plan).
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Registration Statement on Form
S-8
(Registration Statement
No. 333-120563),
which was filed with the SEC on November 16, 2004, pertaining to the registration of 2,750,000 shares of Common Stock, including associated Preferred Stock Purchase Rights, issuable
pursuant to the United Stationers Inc. 2004 Long-Term Incentive Plan (currently named the Essendant Inc. 2004 Long-Term Incentive Plan).
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Registration Statement on Form
S-8
(Registration Statement
No. 333-66352),
which was filed with the SEC on July 31, 2001, pertaining to the registration of 3,700,000 shares of Common Stock issuable pursuant to the United Stationers Inc. 2000 Management Equity
Plan, 270,000 shares of Common Stock issuable pursuant to the United Stationers Inc. Retention Grant Plan and 160,000 shares of Common Stock issuable pursuant to the United Stationers Inc. Directors Grant Plan.
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Registration Statement on Form
S-8
(Registration Statement
No. 333-37665),
which was filed with the SEC on October 10, 1997, pertaining to the registration of 4,100,000 shares of Common Stock issuable pursuant to the United Stationers Inc. Management Equity Plan.
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Registration Statement on Form
S-8
(Registration Statement
No. 33-32453),
which was filed with the SEC on December 7, 1989, pertaining to the registration of 1,734,750 shares of Common Stock issuable pursuant to the United Stationers Inc. 1981 Stock Incentive
Award Plan, United Stationers Inc. 1985 Nonqualified Stock Option Plan and United Stationers Inc. Directors Stock Option Plan.
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On January 31, 2019, pursuant to the terms of an Agreement and Plan of Merger, dated as of September 14, 2018 (the
Merger
Agreement
), by and among the Company, Egg Parent Inc., a Delaware corporation and an affiliate of Staples (as defined below) (
Parent
), Egg Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of
Parent (
Purchaser
), and Staples, Inc., a Delaware corporation (
Staples
), Purchaser merged with and into the Company (the
Merger
), with the Company surviving the Merger as a wholly owned
subsidiary of Parent, at which time the Companys equity securities ceased to be publicly traded.
As a result of the Merger and the
other transactions contemplated by the Merger Agreement, the Company has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with an undertaking made by the Company in each of the Registration Statements
to remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering subject to the Registration Statements, the Company hereby removes from registration any and all securities of
the Company registered pursuant to the Registration Statements that remain unsold as of the date hereof and terminates the effectiveness of the Registration Statements.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Company 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 Statements on Form
S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on this 31
st
day of January,
2019.
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ESSENDANT INC.
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By:
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/s/ Brendan McKeough
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Name:
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Brendan McKeough
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Title:
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Senior Vice President, General Counsel and
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Secretary
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No other person is required to sign this Post-Effective Amendment to the Registration Statements in
reliance on Rule 478 of the Securities Act of 1933, as amended.
Essendant Inc. (NASDAQ:ESND)
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Essendant Inc. (NASDAQ:ESND)
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