Post-effective Amendment to an S-8 Filing (s-8 Pos)
17 Dicembre 2012 - 8:41PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 17, 2012
Registration No. 333-87944
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
Schiff Nutrition International, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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2002 South 5070 West
Salt Lake City, Utah 84104-4726
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87-0563574
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Address of Principal Executive Offices)
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(I.R.S. Employer
Identification Number)
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1997 EQUITY PARTICIPATION PLAN
OF WEIDER NUTRITION INTERNATIONAL, INC.
(Full Title of the Plan)
Scott K.
Milsten
Senior Vice President,
General Counsel and Corporate Secretary
2002 South 5070 West
Salt Lake City, Utah 84104-4726
(801) 975-5000
(Name, Address and Telephone Number, including Area Code,
of Agent for Service)
With copies to:
Tad Freese
Jamie Leigh
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025-1008
(650) 328-4600
DEREGISTRATION OF COMMON STOCK
On May 9, 2002, the Registrant filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-8,
Registration No. 333-87944(the Registration Statement), pertaining to the registration of 1,854,000 shares of the Class A common stock, par value $0.01 per share (the Class A Common Stock), to which this
Post-Effective Amendment No. 1 relates.
On December 17, 2012, pursuant to the terms of the Agreement and Plan of Merger (the
Merger Agreement), dated as of November 21, 2012, by and among the Registrant, Reckitt Benckiser LLC, a Delaware limited liability company (Parent), Ascot Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Parent (Purchaser) and, for the limited purposes specified in the Merger Agreement, Reckitt Benckiser Group plc, a public limited company organized under the laws of England and Wales, following the consummation of
Purchasers cash tender offer to purchase all of the issued and outstanding Class A Common Stock and Class B common stock, par value $0.01 per share, of the Registrant at a price of $42.00 per share, net to holder in cash, without
interest, subject to any applicable tax withholding, Ascot Acquisition Corp. was merged with and into the Registrant, and the Registrant became an indirect wholly-owned subsidiary of Reckitt Benckiser Group plc (the Merger).
As a result of the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance with an undertaking made by the
Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Class A Common Stock registered under the Registration Statement that remain unsold at the termination of the offering, the
Registrant hereby removes from registration the Class A Common Stock registered but unsold under the Registration Statement as of the effective time of the Merger.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on December 17, 2012.
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SCHIFF NUTRITION INTERNATIONAL, INC.
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By:
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/s/ Joseph W. Baty
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Name:
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Joseph W. Baty
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Title:
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Executive Vice President and
Chief Financial Officer
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Grafico Azioni Schiff Nutrition International, Inc. (NYSE:SHF)
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Grafico Azioni Schiff Nutrition International, Inc. (NYSE:SHF)
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