Post-effective Amendment to Registration Statement (pos Am)
March 17 2017 - 12:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM
S-1
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
TimkenSteel Corporation
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Ohio
|
|
3312
|
|
46-4024951
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Primary Standard Industrial
Classification Code Number)
|
|
(I.R.S. Employer
Identification Number)
|
1835 Dueber Ave. S.W.
Canton, Ohio 44706
(330)
471-7000
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
Frank A.
DiPiero
Executive Vice President, General Counsel and Secretary
TimkenSteel Corporation
1835 Dueber Ave. S.W.
Canton, Ohio 44706
(330)
471-7000
(Name, address, including zip code, and telephone number, including area code, of
agent for service)
Copies to:
Michael J. Solecki
Jones
Day
901 Lakeside Avenue
Cleveland, Ohio 44114-1190
Phone: (216)
586-3939
Fax: (216)
579-0212
Approximate date of commencement of proposed sale to the public:
Not applicable.
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. ☐
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. ☐
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 accelerated filer, large accelerated filer and smaller reporting company in
Rule 12b-2
of the Exchange Act.
|
|
|
|
|
|
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☒
|
|
|
|
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 4 to the Registration Statement on Form
S-1
(Registration
No. 333-196287)
of TimkenSteel Corporation (the
Registrant
), initially filed with the Securities and Exchange Commission on May 27, 2014, as amended (the
Registration Statement
), hereby further amends the Registration Statement to deregister all securities registered pursuant to the Registration Statement and not otherwise sold by the participants in the Registrants
Amended and Restated 2014 Equity and Incentive Compensation Plan (the
Plan
) as of the date this post-effective amendment is filed.
On the date hereof, the Registrant has filed a new registration statement on Form
S-3
that became
effective upon filing pursuant to Rule 462(e) under the Securities Act of 1933, as amended, to register the common shares that may be acquired by participants in the Plan upon the exercise of certain options to purchase the Registrants common
shares and upon vesting of certain restricted shares, performance shares, restricted stock units and deferred share awards.
In compliance
with the Registrants undertaking in Part II, Item 17(3) of the Registration Statement, the Registrant is removing from registration by means of this post-effective amendment any securities remaining unsold.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Canton, State of Ohio, on March 17, 2017.
|
|
|
TimkenSteel Corporation
|
|
|
By:
|
|
/s/ Christopher J. Holding
|
|
|
Christopher J. Holding
|
|
|
Executive Vice President and Chief Financial Officer
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed
by the following persons in the capacities indicated on March 17, 2017.
|
|
|
|
|
Signature
|
|
|
|
Title
|
|
|
|
*
|
|
|
|
Chairman, Chief Executive Officer and President (Principal Executive Officer) and Director
|
Ward J. Timken, Jr.
|
|
|
|
|
|
|
/s/ Christopher J. Holding
|
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
Christopher J. Holding
|
|
|
|
|
|
|
/s/ Tina M. Beskid
|
|
|
|
Vice President - Corporate Controller and Investor Relations
(Principal Accounting Officer)
|
Tina M. Beskid
|
|
|
|
|
|
|
*
|
|
|
|
Director
|
Joseph A. Carrabba
|
|
|
|
|
|
|
|
*
|
|
|
|
Director
|
Phillip R. Cox
|
|
|
|
|
|
|
|
*
|
|
|
|
Director
|
Diane C. Creel
|
|
|
|
|
|
|
|
*
|
|
|
|
Director
|
Terry L. Dunlap
|
|
|
|
|
|
|
|
*
|
|
|
|
Director
|
Randall H. Edwards
|
|
|
|
|
|
|
|
*
|
|
|
|
Director
|
Donald T. Misheff
|
|
|
|
|
|
|
|
*
|
|
|
|
Director
|
John P. Reilly
|
|
|
|
|
|
|
|
*
|
|
|
|
Director
|
Ronald Rice
|
|
|
|
|
|
|
|
*
|
|
|
|
Director
|
Randall J. Wotring
|
|
|
|
|
*
|
The undersigned, by signing his name hereto, does hereby sign this registration statement on behalf of each of the officers and directors of the registrant identified above pursuant to a Power of Attorney executed by
the officers and directors identified above, which Power of Attorney was previously filed with the Registration Statement.
|
|
|
|
|
|
|
|
By:
|
|
/s/ Frank A. DiPiero
|
|
|
|
|
|
|
Frank A. DiPiero,
Attorney-in-Fact
|
|
|
|
March 17, 2017
|
3
TimkenSteel (NYSE:TMST)
Historical Stock Chart
From Aug 2024 to Sep 2024
TimkenSteel (NYSE:TMST)
Historical Stock Chart
From Sep 2023 to Sep 2024