Post-effective Amendment to Registration Statement (pos Am)
24 1월 2017 - 8:14PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 23, 2017
Registration No. 333-206109
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FEDERAL-MOGUL
HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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20-8350090
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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27300 West 11 Mile Road
Southfield, MI
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48034
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(Address of principal executive offices)
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(Zip code)
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Michelle Epstein Taigman
Senior Vice President, General Counsel and Secretary
Federal-Mogul Holdings Corporation
27300 West 11 Mile Road
Southfield, MI 48034
(Name and address of agent for service)
(248) 354-7063
(Telephone
number, including area code, of agent for service)
Copies to:
Christina T, Roupas, Esq.
Bruce A. Toth, Esq.
Winston & Strawn, LLP
35 West Wacker Drive
Chicago, IL 60601
Phone:
(312) 558-5600
Fax: (312) 558-5700
Approximate date of
commencement of proposed sale to the public
: not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statements.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the SEC pursuant to Rule 462(e) under the Securities Act, check the following
box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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):
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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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☐ (Do not check if a smaller reporting company)
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Smaller Reporting Company
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☐
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DEREGISTRATION OF SECURITIES
On August 5, 2015 Federal-Mogul Holdings Corporation (the
Registrant
) filed with the Securities and Exchange
Commission a registration statement on Form S-3 Registration No. 333-2016109 (the
Registration Statement
), for the registration of an indeterminate number of shares of common stock, preferred stock, debt securities, warrants,
subscription rights and stock purchase contracts or stock purchase units with an aggregate initial offering price not to exceed $1,000,000 (the
Securities
).
On January 23, 2017, pursuant to the terms of the Agreement and Plan of Merger, dated as of September 6, 2016 (the
Merger
Agreement
), by and among American Entertainment Properties Corp., IEH FM Holdings, LLC (the
Offeror
) and the Registrant, Offeror merged with and into the Registrant (the
Merger
), with the Registrant
surviving the Merger. As a result of the Merger, the offering pursuant to the Registration Statement has been terminated. This Post-Effective Amendment No. 1 to the Registration Statement is being filed solely for the purpose of deregistering
any and all securities registered under the Registration Statement that remain unsold.
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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-3 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 Southfield, in the County of Oakland, State of Michigan, on January 23, 2017.
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FEDERAL-MOGUL HOLDINGS CORPORATION
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By:
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/s/ Michelle Epstein Taigman
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Name:
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Michelle Epstein Taigman
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Title:
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Senior Vice President, General Counsel and Secretary
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No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statements in reliance upon
Rule 478 of the Securities Act.
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Federal-Mogul Holdings Corp (NASDAQ:FDML)
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Federal-Mogul Holdings Corp (NASDAQ:FDML)
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