- Post-Effective Amendment to an S-8 filing (S-8 POS)

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 2010

Registration Statement No.333-58018

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

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		43-1531401
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

222 North LaSalle Street

Chicago, Illinois 60601

(312) 346-6600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

ST. LAURENT PAPERBOARD HOURLY SAVINGS PLAN

(Full title of the plan)

Craig A. Hunt

Senior Vice President, Secretary and General Counsel

Smurfit-Stone Container Corporation

222 North LaSalle Street

Chicago, Illinois 60601

312-346-6600

Copies to:

David W. Braswell, Esq.

Armstrong Teasdale LLP

One Metropolitan Square, Suite 2600

211 North Broadway

St. Louis, Missouri 63102

314-621-5070

(Name and address, including zip code, and telephone number,
including area code, of agent for service)

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		Accelerated filer o

Non-accelerated filer o		Smaller reporting company x
(Do not check if a smaller reporting company)

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. 333-58018) filed with the Securities and Exchange Commission on March 30, 2001 (the “Registration Statement”) by Smurfit-Stone Container Corporation, a Delaware corporation (the “Company”). The Registration Statement registered 200,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), available for issuance under the St. Laurent Paperboard Hourly Savings Plan (the “Plan”). The Registration Statement also registered an indeterminate amount of interests (the “Interests”) to be offered and sold pursuant to the Plan 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 Plan to no longer allow participants to invest their contributions in the Company’s Common Stock. Therefore, neither the Common Stock available for issuance under the Plan 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.

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.