- Post-Effective Amendment to an S-8 filing (S-8 POS)
June 21 2010 - 10:09AM
Edgar (US Regulatory)
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 2010
Registration Statement No.333-32850
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
SMURFIT-STONE CONTAINER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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43-1531401
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(State or other jurisdiction
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(IRS Employer
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of incorporation or organization)
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Identification No.)
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222 North LaSalle Street
Chicago, Illinois 60601
(312) 346-6600
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
SMURFIT-STONE CONTAINER CORPORATION SAVINGS PLAN
JEFFERSON SMURFIT CORPORATION HOURLY SAVINGS PLAN
SMURFIT PACKAGING CORPORATION SAVINGS PLAN
SMURFIT-STONE CONTAINER CORPORATION HOURLY SAVINGS PLAN
(Full title of the plan)
Craig A. Hunt
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Copies to:
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Senior Vice President, Secretary and General Counsel
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David W. Braswell, Esq.
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Smurfit-Stone Container Corporation
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Armstrong Teasdale LLP
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222 North LaSalle Street
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One Metropolitan Square, Suite 2600
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Chicago, Illinois 60601
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211 North Broadway
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312-346-6600
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St. Louis, Missouri 63102
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(Name and address, including zip code, and telephone number,
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314-621-5070
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including area code, of agent for service)
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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):
Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
x
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(Do not check if a smaller reporting company)
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TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 on Form S-8 (this Post-Effective Amendment) amends the Registration Statement on Form S-8 (Registration No. 333-32850) filed with the Securities and Exchange Commission on March 20, 2000 (the Registration Statement) by Smurfit-Stone Container Corporation, a Delaware corporation (the Company). The Registration Statement registered 10,000,000 shares of the Companys common stock, par value $0.01 per share (the Common Stock). The Registration Statement also covered 1,624,522 shares of Common Stock previously registered on, and carried forward from, a Registration Statement on Form S-8 (File No. 333-66421) filed in connection with the Smurfit-Stone Container Corporation Savings Plan (formerly known as the Jefferson Smurfit Corporation Savings Plan), Jefferson Smurfit Corporation Hourly Savings Plan and Smurfit Packaging Corporation Savings Plan. The 11,624,522 shares of Common Stock covered by the Registration Statement were allocated as follows: 8,924,522 shares of Common Stock under the Smurfit-Stone Container Corporation Savings Plan, 1,600,000 shares of Common Stock under the Jefferson Smurfit Corporation Hourly Savings Plan, 100,000 shares of Common Stock under the Smurfit Packaging Corporation Savings Plan and 1,000,000 shares of Common Stock under the Smurfit-Stone Container Corporation Hourly Savings Plan (together, the plans are referred to herein as the Plans). Finally, the Registration Statement registered an indeterminate amount of interests (the Interests) to be offered and sold pursuant to the Plans in accordance with Rule 416(c) under the Securities Act of 1933, as amended (the Act).
In, December 2008, the Company amended the terms of the Plans to no longer allow participants to invest their contributions in the Companys Common Stock. Therefore, neither the Common Stock available for issuance under the Plans nor the Interests need to be registered under the Act. Pursuant to an undertaking contained in the Registration Statement, this Post-Effective Amendment is being filed to deregister, as of the date of its filing, all shares of the Common Stock and all Interests unsold or unissued under the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such Common Stock and Interests.
Effective upon filing of this Post-Effective Amendment, the Company hereby removes from registration all shares of the Common Stock and the Interests registered under the Registration Statement that remain unsold or unissued as of the date of this Post-Effective Amendment.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on June 21, 2010.
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SMURFIT-STONE CONTAINER CORPORATION
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By:
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/s/ Craig A. Hunt
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Craig A. Hunt
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Senior Vice President, Secretary and General Counsel
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