Post-effective Amendment to an Automatic Shelf Registration of Form S-3asr or Form F-3asr (posasr)
02 Julho 2015 - 5:43PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 2, 2015
Registration No. 333-191647
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION
STATEMENT NO. 333-191647
UNDER
THE SECURITIES ACT OF 1933
KRAFT FOODS
GROUP, INC.
(Exact name of registrant as specified in its charter)
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Virginia |
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36-3083135 |
(State of Incorporation) |
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(IRS Employer Identification No.) |
Three Lakes Drive
Northfield, Illinois 60093-2753
(847) 646-2000
(Address,
including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Paulo Basilio
Chief Executive Officer and Chief Financial Officer
Kraft Foods Group, Inc.
Three Lakes Drive
Northfield, Illinois 60093
(847) 646-2000
(Name,
Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Approximate
date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statements.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ¨
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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 Securities Exchange Act of 1934, as amended (the Exchange
Act). (Check one):
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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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DEREGISTRATION OF UNSOLD SECURITIES
This post-effective amendment (this Post-Effective Amendment) relates to Registration Statement No. 333-191647 on Form
S-3 (the Registration Statement) originally filed by Kraft Foods Group, Inc., a Virginia corporation (Kraft) with the Securities and Exchange Commission (the SEC) on October 9, 2013.
On July 2, 2015, pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of March 24, 2015, with H.J. Heinz
Holding Corporation, a Delaware corporation (Heinz), Kite Merger Sub Corp., a Virginia corporation and a direct wholly owned subsidiary of Heinz (Merger Sub I), and Kite Merger Sub LLC, a Delaware limited
liability company and a direct wholly owned subsidiary of Heinz (Merger Sub II), Merger Sub I merged with and into Kraft (the Merger), with Kraft surviving the Merger as a wholly owned subsidiary of Heinz.
As a result of the consummation of the transactions contemplated by the Merger Agreement, Kraft has terminated all offerings of its securities pursuant to the
above referenced Registration Statement. In accordance with an undertaking made by Kraft in the Registration Statement, Kraft hereby removes and withdraws from registration 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, Kraft certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Pittsburgh and Commonwealth of Pennsylvania on July 2, 2015.
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KRAFT FOODS GROUP, INC. |
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By: |
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/s/ Paulo Basilio |
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Name: Paulo Basilio Title: Chief Executive
Officer and Chief Financial Officer |
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.
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