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

 

001-32380

 

03-0542659

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

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

 

32207

(Address of principal executive offices)

 

(Zip Code)

 

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 :

 

o             Large accelerated filer

x           Accelerated filer

o             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 Company’s 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 Company’s 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 Company’s 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.

 

2



 

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.

 

 

INTERLINE BRANDS, INC.

 

 

 

 

 

 

By:

/s/ Michael J. Grebe

 

 

Name:

Michael J. Grebe

 

 

Title:

Chairman of the Board and

 

 

 

Chief Executive Officer

 

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

 

Title

 

Date

 

 

 

 

 

*

 

Chairman of the Board and Chief

 

September 7, 2012

Michael J. Grebe

 

Executive Officer

 

 

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

*

 

Chief Financial Officer

 

September 7, 2012

John A. Ebner

 

(Principal Financial Officer)

 

 

 

 

 

 

 

*

 

Chief Accounting Officer and Corporate Controller

 

September 7, 2012

David C. Serrano

 

(Principal Accounting Officer)

 

 

 

 

 

 

 

*

 

Director

 

September 7, 2012

John J. Gavin

 

 

 

 

 

 

 

 

 

*

 

Director

 

September 7, 2012

Gideon Argov

 

 

 

 

 

 

 

 

 

*

 

Director

 

September 7, 2012

Michael E. DeDomenico

 

 

 

 

 

 

 

 

 

*

 

Director

 

September 7, 2012

Barry J. Goldstein

 

 

 

 

 

 

 

 

 

*

 

Director

 

September 7, 2012

Randolph W. Melville

 

 

 

 

 

 

 

 

 

*

 

Director

 

September 7, 2012

Drew T. Sawyer

 

 

 

 

 

 

 

 

 

*

 

Director

 

September 7, 2012

David G. Zanca

 

 

 

 

 

*By:

/s/Michael J. Grebe

 

 

Name: Michael J. Grebe, as attorney-in-fact

 

 

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