- Post-Effective Amendment to an S-8 filing (S-8 POS)
08 9월 2012 - 5:41AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 7, 2012
Registration No. 333-151023, No. 333-121443, No. 333-134389
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-151023
REGISTRATION STATEMENT NO. 333-121443
REGISTRATION STATEMENT NO. 333-134389
UNDER THE SECURITIES ACT OF 1933
Interline Brands, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-32380
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03-0542659
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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INTERLINE BRANDS, INC. 2000 STOCK AWARD PLAN
INTERLINE BRANDS, INC. 2004 EQUITY INCENTIVE PLAN
(Full title of the plans)
701 San Marco Boulevard
Jacksonville, Florida 32207
(904) 421-1400
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32207
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(Address of principal executive offices)
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(Zip Code)
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Michael Agliata, Esq.
Interline Brands, Inc.
701 San Marco Boulevard
Jacksonville, Florida 32207
(904) 421-1400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
John C. Kennedy, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
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
:
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Large accelerated filer
x
Accelerated filer
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Non-accelerated filer (Do not check if a smaller reporting company)
o
Smaller reporting company
DEREGISTRATION
These Post-Effective Amendments relate to the following registration statement on Form S-8 (collectively the Registration Statements) previously filed by Interline Brands, Inc. (Interline or the Company) with the Securities and Exchange Commission: (1) Registration Statement No. 333-151023 filed on May 20, 2008, pertaining to the registration of 2,442,112 shares of common stock, par value $0.01 per share, reserved for issuance under the 2004 Equity Incentive Plan, as amended as of May 8, 2008, (2) Registration Statement No. 333-134389 on May 23, 2006, pertaining to the registration of 2,000,000 shares of common stock, par value $0.01 per share, reserved for issuance under the 2004 Equity Incentive Plan at a proposed maximum offering price per share of $22.96 and a proposed maximum aggregate offering price of 45,920,000, and (3) Registration Statement No. 333-121443 filed on December 20, 2004, pertaining to the registration of 3,175 shares of common stock reserved for issuance under the Companys 2004 Equity Incentive Plan and 2,327 shares of common stock reserved for issuance pursuant to outstanding stock options having a weighted average exercise price of $500.59 that were granted pursuant to the Companys 2000 Stock Award Plan.
On September 7, 2012, pursuant to the Agreement and Plan of Merger entered into on May 29, 2012 (the Merger Agreement), by and among the Company, Isabelle Holding Company, LLC, a Delaware limited liability company which was formerly known as Isabelle Holding Company Inc. prior to its conversion into a limited liability company (Parent), and Isabelle Acquisition Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), Merger Sub merged with and into the Company (the Merger) with the Company surviving as a wholly owned subsidiary of Parent.
In connection with the transactions contemplated by the Merger Agreement, the offering of the Companys securities pursuant to the Registration Statements have been terminated as of the date hereof. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities of the Company which remain unsold at the termination of the offering subject to the Registration Statements, the Company hereby removes from registration all securities registered under the Registration Statements that remain unsold as of the date hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 these Post-Effective Amendments No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, Florida the 7
th
day of September, 2012.
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INTERLINE BRANDS, INC.
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By:
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/s/ Michael J. Grebe
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Name:
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Michael J. Grebe
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Title:
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Chairman of the Board and
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, these Post-Effective Amendments No. 1 to the Registration Statements have been signed below by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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*
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Chairman of the Board and Chief
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September 7, 2012
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Michael J. Grebe
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Executive Officer
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(Principal Executive Officer)
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*
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Chief Financial Officer
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September 7, 2012
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John A. Ebner
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(Principal Financial Officer)
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*
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Chief Accounting Officer and Corporate Controller
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September 7, 2012
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David C. Serrano
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(Principal Accounting Officer)
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*
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Director
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September 7, 2012
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John J. Gavin
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*
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Director
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September 7, 2012
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Gideon Argov
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*
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Director
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September 7, 2012
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Michael E. DeDomenico
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*
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Director
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September 7, 2012
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Barry J. Goldstein
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*
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Director
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September 7, 2012
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Randolph W. Melville
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*
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Director
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September 7, 2012
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Drew T. Sawyer
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*
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Director
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September 7, 2012
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David G. Zanca
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*By:
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/s/Michael J. Grebe
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Name: Michael J. Grebe, as attorney-in-fact
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3
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