Post-effective Amendment to an S-8 Filing (s-8 Pos)
2013年10月17日 - 5:10AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 16, 2013
Registration Nos. 333-105116; 333-188442; 333-150715; 333-119637
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S8 REGISTRATION STATEMENT NO. 333-105116
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S8 REGISTRATION STATEMENT NO. 333-188442
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S8 REGISTRATION STATEMENT NO. 333-150715
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S8 REGISTRATION STATEMENT NO. 333-119637
UNDER
THE
SECURITIES ACT OF 1933
KAYDON CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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13-3186040
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(State or other jurisdiction of
incorporation or organization)
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I.R.S. Employer
Identification No.)
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Suite 300, 2723 South State Street, Ann Arbor, Michigan 48104
(Address of Principal Executive Offices)(Zip Code)
Kaydon
Corporation Director Deferred Compensation Plan
Kaydon Corporation 2013 Non-Employee Directors Equity Plan
Kaydon Corporation 1999 Long Term Stock Incentive Plan
Kaydon Corporation Employee Stock Ownership and Thrift Plan
(Full titles of the plans)
Debra K.
Crane
Vice President, General Counsel and Secretary
Kaydon Corporation
Suite
300, 2723 South State Street
Ann Arbor, Michigan 48104
(734) 747-7025
(Name,
address, and telephone number of agent for service)
Copies to:
Kristin Ifft Wells, Esq.
James J. Barnes, Esq.
Reed Smith LLP
Reed
Smith Centre
225 Fifth Avenue
Pittsburgh, PA 15222-2716
(412) 288-3131
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.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DEREGISTRATION OF SECURITIES
These post-effective amendments (the Post-Effective Amendments), filed by Kaydon Corporation, a Delaware corporation (the
Company), remove from registration all shares of common stock, par value $0.10 per share, of the Company (the Shares) registered under the following Registration Statements on Form S-8 filed by the Company (the
Registration Statements) with the U.S. Securities and Exchange Commission (the SEC), pertaining to the registration of the Shares offered under (i) the Kaydon Corporation Director Deferred Compensation Plan,
(ii) the Kaydon Corporation 2013 Non-Employee Directors Equity Plan, (iii) the Kaydon Corporation 1999 Long Term Stock Incentive Plan and (iv) the Kaydon Corporation Employee Stock Ownership and Thrift Plan:
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Registration Statement No. 333-105116 filed on May 9, 2003, as amended on July 26, 2013
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Registration Statement No. 333-188442 filed on May 8, 2013
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Registration Statement No. 333-150715 filed on May 7, 2008
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Registration Statement No. 333-110637 filed on October 8, 2004, as amended on April 5, 2006
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On September 5, 2013, the Company entered into an Agreement and Plan of Merger with Atlas Management, Inc., (Parent), and
Dublin Acquisition Sub Inc. (Merger Sub), providing for, among other things, the merger of Merger Sub with and into the Company (the Merger), with the Company continuing as the surviving corporation and a direct wholly-owned
subsidiary of Parent. The Merger became effective at 8:02 a.m., New York City Time, on October 16, 2013, pursuant to the Certificate of Merger filed with the Secretary of State of the State of Delaware.
As a result of the Merger, the Company has terminated all offerings of its Shares pursuant to its existing registration statements under the
Securities Act of 1933, as amended, including the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any Shares which
remain unsold at the termination of the offering, the Company hereby removes from registration all Shares registered under the Registration Statements that remain unsold as of the date of the Post-Effective Amendments and terminates the
effectiveness of the Registration Statements.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ann Arbor, State of Michigan, on the 16th day of October, 2013.
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Kaydon Corporation
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By:
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/s/ Poul Jeppesen
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Poul Jeppesen
Chief Executive
Officer
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Note: No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478
under the Securities Act of 1933, as amended.
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