- Post-Effective Amendment to an S-8 filing (S-8 POS)
June 30 2010 - 2:12PM
Edgar (US Regulatory)
AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON JUNE 30, 2010
Registration Statement No.333-68221
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
1998 LONG TERM INCENTIVE 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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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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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. 333-68221)
filed with the Securities and Exchange Commission on December 2, 1998 (the
Registration Statement) by Smurfit-Stone Container Corporation, a Delaware
corporation (the Company). The
Registration Statement registered 14,956,173 shares of the Companys common
stock, par value $0.01 per share (the Common Stock). Of the 14,956,173 shares registered
thereunder, 8,500,000 were shares available for grants under the Smurfit-Stone
Container Corporation Long Term Incentive Plan and the remaining 6,456,173
shares were shares issuable under former Stone Container Corporation (Stone)
options which were converted into options to purchase the Companys Common
Stock as a result of the merger of Stone with a subsidiary of the Company.
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. Upon such distribution all of the
Companys Common Stock was 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
shares of the Common Stock unsold or unissued under the Registration
Statement. The Registration Statement is
hereby amended, as appropriate, to reflect the deregistration of such Common
Stock.
Effective
upon filing of this Post-Effective Amendment, the Company hereby removes from
registration, although cancelled, all shares of the Common Stock registered
under the Registration Statement that remain unsold or unissued as of the date
of this Post-Effective Amendment.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Smurfit-Stone Container Corporation (formerly known as Smurfit-Stone Container
Enterprises, Inc.), as successor issuer to 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 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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3
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