Post-effective Amendment to an S-8 Filing (s-8 Pos)
14 Abril 2016 - 6:30PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 12, 2016
Registration No. 33-51580
Registration No. 33-56801
Registration No. 333-14261
Registration No. 333-56701
Registration No. 333-91390
Registration No. 333-149584
Registration No. 333-199799
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 33-51580
REGISTRATION STATEMENT NO. 33-56801
REGISTRATION STATEMENT NO. 333-14261
REGISTRATION STATEMENT NO. 333-56701
REGISTRATION STATEMENT NO. 333-91390
REGISTRATION STATEMENT NO. 333-149584
REGISTRATION STATEMENT NO. 333-199799
UNDER
THE
SECURITIES ACT OF 1933
BLOUNT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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63 0780521
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(State or other jurisdiction
of incorporation)
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(I.R.S. Employer
Identification No.)
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Blount International, Inc. 2014 Equity Incentive Plan
Blount International, Inc. 2006 Equity Incentive Plan
Blount International, Inc. 1999 Stock Incentive Plan
Blount International, Inc. 2000 Stock Option Incentive Plan
1998 Blount Long Term Executive Stock Option Plan
1995 Blount Long-Term Executive Stock Option Plan
1994 Blount Executive Stock Option Plan
1992 Blount Incentive Stock Option Plan
(Full title of the plans)
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4909 SE International Way
Portland, Oregon 97222-4679
(503) 653-8881
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97222-4679
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(Address of principal executive offices)
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(Zip Code)
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Chad E. Paulson
Vice President, General Counsel and Secretary
4909 SE International Way
Portland, Oregon 97222-4679
(503) 653-8881
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
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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¨
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Accelerated filer
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x
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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
This Post-Effective Amendment relates to the following registration statement on Form S-8 (collectively the Registration
Statements) previously filed or adopted by Blount International, Inc. (the Company) with the Securities and Exchange Commission: (1) Registration Statement No. 333-199799 filed on October 31, 2014, pertaining to
the registration of 4,726,363 shares of common stock, par value $0.01 per share, reserved for issuance under the Blount International, Inc. 2014 Equity Incentive Plan, (2) Registration Statement No. 333-149584 filed on March 6, 2008,
pertaining to the registration of 4,236,919 shares of common stock, par value $0.01 per share, reserved for issuance under the Blount International, Inc. 2006 Equity Incentive Plan, as amended as of February 23, 2007, (3) Registration
Statement No. 333-91390 filed on June 27, 2002, pertaining to the registration of 5,875,000 shares of common stock, par value $0.01 per share, reserved for issuance under the Blount International, Inc. 1999 Stock Incentive Plan and the
Blount International, Inc. 2000 Stock Option Incentive Plan, (4) Registration Statement No. 333-56701 filed on June 11, 1998, pertaining to the registration of 1,200,000 shares of common stock, par value $0.01 per share, reserved for
issuance under the 1998 Blount Long Term Executive Stock Option Plan, (5) Registration Statement No. 333-14261 filed on October 14, 1996, pertaining to the registration of 1,050,000 shares of common stock, par value $0.01 per share,
reserved for issuance under the 1995 Blount Long-Term Executive Stock Option Plan, (6) Registration Statement No. 33-56801 filed by Blount, Inc. (the Predecessor Registrant) on December 9, 1994 and adopted by the Company
on February 2, 1996, pertaining to the registration of 400,000 shares of Class A common stock, par value $1.00 per share, reserved for issuance under the 1994 Blount Executive Stock Option Plan, and (7) Registration Statement
No. 33-51580 filed by the Predecessor Registrant on September 1, 1992 and adopted by the Company on February 2, 1996, pertaining to the registration of 750,000 shares of Class A common stock, par value $1.00 per share, reserved
for issuance under the 1992 Blount Incentive Stock Option Plan.
On April 12, 2016, pursuant to an Agreement and Plan of Merger,
dated as of December 9, 2015 (the Merger Agreement), among the Company, ASP Blade Intermediate Holdings, Inc., a Delaware corporation (Parent), and ASP Blade Merger Sub, Inc., a newly formed Delaware corporation and a
wholly owned subsidiary of Parent (Merger Sub), Merger Sub merged with and into the Company (the Merger), with the Company surviving the Merger as a wholly owned subsidiary of Parent, and each outstanding share of the
Companys common stock (other than certain excluded shares) was converted into the right to receive $10.00 in cash, without interest.
In connection with the Merger, the offering of the Companys securities pursuant to the Registration Statements have been terminated as
of the date hereof. 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 securities of the Company which remain unsold at the termination
of the offering subject to the Registration Statements, the Company hereby removes from registration all securities registered under the Registration Statements that remain unsold as of the date hereof. The Company also hereby terminates the
effectiveness of the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, 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 the Registration Statements to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, Oregon the 12th day of April, 2016.
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BLOUNT INTERNATIONAL, INC.
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By:
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/s/ Chad E. Paulson
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Name:
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Chad E. Paulson
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Title:
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Vice President, General Counsel and Secretary
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