As filed with the Securities and Exchange Commission on February 3, 2020
Registration No. 333-194836
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Continental Building Products, Inc.
(Exact name of issuer as specified in its charter)
Continental Building Products, Inc. 2014 Stock Incentive Plan, as amended
Continental Building Products, Inc. Employee Stock Purchase Plan
(Full titles of the plan)
James Bachmann
President and Chief Executive Officer
Continental Building Products, Inc.
12950 Worldgate Drive, Suite 700
Herndon, Texas 20170
(703) 480-3800
(Name and address and telephone number, including area code, of agent for service)
With a copy to:
Jeffrey A. Chapman
Gibson, Dunn & Crutcher LLP
2001 Ross Ave., Suite 2100
Dallas, TX 75201
Telephone: 214-698-3100
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 relates to the Registration Statement of Continental Building Products, Inc., a Delaware corporation (the “Company”) on Form S-8 (File No. 333-194836) filed on March 27, 2014 registering 1,615,200 shares
of the Company’s common stock, par value $0.001 per share (“Common Stock”), issuable under the Continental Building Products, Inc. 2014 Stock Incentive Plan, as amended by Post-Effective Amendment No. 1 thereto filed on February 23, 2016
reserving up to 600,000 of such shares of Common Stock for issuance under the Continental Building Products, Inc. Employee Stock Purchase Plan (as amended, the “Registration Statement”).
On November 12, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CertainTeed Gypsum and Ceilings USA, Inc., a Delaware corporation, Cupertino Merger Sub, Inc., a Delaware corporation
and a wholly owned subsidiary of Parent, and Compagnie de Saint-Gobain S.A., a société anonyme organized under the laws of France.
In connection with the transactions contemplated by the Merger Agreement, the offering of the Company’s securities pursuant to the Registration Statement have been terminated. In accordance with an undertaking made by the Company in the
Registration Statement to remove from registration, by means of a post-effective amendment, any securities of the Company which had been registered for issuance but which remain unsold at the termination of the offering subject to the Registration
Statement, the Company hereby removes and withdraws from registration any and all securities registered under the Registration Statement that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Herndon, Commonwealth of Virginia, on this 3rd day of February, 2020.
Note: No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.