- Post-Effective Amendment to Registration Statement (POS AM)
June 30 2010 - 2:03PM
Edgar (US Regulatory)
AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON JUNE 30, 2010
Registration Statement No.333-43656
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
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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2631
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43-1531401
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(State or other jurisdiction
of incorporation or organization)
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(Primary Standard Industrial Classification
Code Number)
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(IRS Employer
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)
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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7700 Forsyth Blvd., Suite 1800
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Chicago, Illinois 60601
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St. Louis, Missouri 63105
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312-346-6600
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314-621-5070
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(Name and address, including zip code, and telephone number,
including area code, of agent for service)
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Approximate
date of commencement of proposed sale of the securities to the public: Not applicable.
If
the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box.
o
If
this form is filed to register additional securities for an offering pursuant
to Rule 462(b) 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.
o
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.
o
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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If
applicable, place an X in the box to designate the appropriate rule provision
relied upon in conducting this transaction:
Exchange
Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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o
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Exchange
Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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o
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TERMINATION OF REGISTRATION
This
Post-Effective Amendment No. 1 on Form S-4 (this Post-Effective
Amendment) amends the Registration Statement on Form S-4 (Registration No. 333-43656)
filed with the Securities and Exchange Commission (the Registration Statement)
by Smurfit-Stone Container Corporation, a Delaware corporation (the Company). The Registration Statement registered
5,600,000 shares of 7% Series A Cumulative Exchangeable Redeemable
Convertible Preferred Stock, $.01 par value (the Preferred Stock), consisting
of 4,599,300 shares of Preferred Stock issuable pursuant to the Agreement and
Plan of Merger among the Company, SCC Merger Co. and Stone Container
Corporation. The number of shares of
Preferred Stock registered thereby also included up to 1,000,700 additional
shares of Preferred Stock to be issued from time to time upon the declaration
of dividends in respect of the Preferred Stock by the Companys board of
directors. The Registration Statement
also registered shares of the Companys common stock, par value $0.01 per share
(the Common Stock) and 7% Convertible Subordinated Exchange Debentures
issuable upon the conversion, exchange or redemption of the Preferred Stock
(the Debentures).
On
January 26, 2009, the Company and its U.S. and Canadian subsidiaries filed
a voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court in Wilmington, Delaware
(the U.S. Court). On the same day, the Companys Canadian subsidiaries also
filed to reorganize under the Companies Creditors Arrangement Act in the Ontario
Superior Court of Justice in Canada (the Canadian Court and together with the
U.S. Court, the Bankruptcy Courts).
As
previously disclosed, on June 21, 2010, the U.S. Court entered an order
confirming the Modified Joint Plan of Reorganization for Smurfit-Stone
Container Corporation and its Debtor Subsidiaries and Plan of Compromise and
Arrangement for Smurfit-Stone Container Canada Inc. and Affiliated Canadian
Debtors, dated May 26, 2010 (the Plan).
On May 13, 2010, the Canadian Court approved the Plan. The Plan became effective on June 30,
2010. Under the Plan, the holders of the
Companys Common Stock received a pro-rata distribution of 2,172,175 shares of
new common stock issued by the Companys subsidiary, Smurfit-Stone Container
Enterprises, Inc., into which the Company was merged pursuant to the Plan,
and the holders of the Preferred Stock received a pro-rata distribution of
2,172,174 shares of such new common stock.
Upon such distributions, all of the Companys Common Stock, Preferred Stock and Debentures
were cancelled.
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
securities unsold or unissued under the Registration Statement. The Registration Statement is hereby amended,
as appropriate, to reflect the deregistration of such securities.
Effective
upon filing of this Post-Effective Amendment, the Company hereby removes from
registration, although cancelled, all securities 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, Smurfit-Stone
Container Corporation (formerly known as Smurfit-Stone Container Enterprises, Inc.),
as successor issuer to the registrant, has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on behalf of the
registrant by the undersigned, thereunto duly authorized, in the County of St.
Louis, State of Missouri, on June 30, 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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