As filed with the Securities and Exchange Commission on June 6, 2018
Registration
No. 333-108950
Registration
No. 333-111436
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-3
REGISTRATION STATEMENT NO.
333-108950
POST-EFFECTIVE AMENDMENT NO. 11 TO FORM
S-3
REGISTRATION STATEMENT NO.
333-111436
UNDER THE
SECURITIES ACT OF 1933
GENERAL CABLE CORPORATION
(Exact Name of Registrant as specified in its charter)
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Delaware
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4 Tesseneer Drive
Highland Heights, Kentucky 41076
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06-1398235
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(State or other jurisdiction of
incorporation or organization)
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(Address including zip code of
Principal Executive Offices)
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(I.R.S. Employer
Identification No.)
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Ramon J. Ceron
Vice President and Assistant Treasurer
General Cable Corporation
4 Tesseneer Drive
Highland Heights, Kentucky 41076
(859)
572-8000
(Name, address and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed public sale: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, 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. ☐
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, smaller reporting company and emerging growth
company in
Rule 12b-2
of the Exchange Act.
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Large accelerated filer
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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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Emerging growth company
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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. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this
Post-Effective Amendment
) relates to the following Registration Statements on Form
S-3
(collectively, the
Registration Statements
) filed by General Cable Corporation, a Delaware corporation (
General Cable
), with the U.S. Securities and Exchange Commission (the
Commission
):
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Registration Statement
No. 333-108950,
filed with the Commission on September 19, 2003, pertaining to the registration of an indeterminate amount of debt securities, an
indeterminate number of shares of preferred stock and an indeterminate number of shares of common stock, par value $0.01 per share (the
Common Stock
) with an aggregate initial offering price not to exceed $100,000,000; and
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Registration Statement
No. 333-111436,
filed with the Commission on December 22, 2003, pertaining to the registration of 2,070,000 shares of 5.75% series A redeemable
convertible preferred stock (the
Preferred Stock
), 10,345,860 shares of Common Stock into which the shares of Preferred Stock were convertible and 7,500,000 shares of Common Stock issuable in connection with the payment of
dividends on the Preferred Stock.
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On June 6, 2018, pursuant to the Agreement and Plan of Merger, dated as of December 3, 2017, by
and among Prysmian S.p.A., a company organized under the laws of the Republic of Italy (
Prysmian
), Alisea Corp., a Delaware corporation and wholly owned subsidiary of Prysmian (
Merger Sub
), and General Cable,
Merger Sub merged with and into General Cable (the
Merger
), with General Cable surviving the Merger as a wholly owned subsidiary of Prysmian.
In connection with the Merger, General Cable has terminated any and all offerings of General Cables securities pursuant to the Registration Statements.
Accordingly, General Cable hereby terminates the effectiveness of each Registration Statements and, in accordance with an undertaking made by General Cable in Part II of each Registration Statement to remove from registration, by means of a
post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, General Cable hereby removes from registration any and all securities registered but which remain unsold under each
Registration Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Highland Heights, Commonwealth of Kentucky, on this 6th day of June, 2018.
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General Cable Corporation
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By:
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/s/ Ramon J. Ceron
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Name:
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Ramon J. Ceron
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Title:
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Vice President and Assistant Treasurer
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Note: Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this
Post-Effective Amendment to the Registration Statements.
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