As filed with the Securities and Exchange Commission on June 1, 2017
RegistrationNo. 333-203341
RegistrationNo. 333-198529
RegistrationNo. 333-167419
RegistrationNo. 333-158588
RegistrationNo. 333-133388
RegistrationNo. 333-129135
RegistrationNo. 333-105971
RegistrationNo. 333-67668
RegistrationNo. 333-87385
RegistrationNo. 333-46865
RegistrationNo. 333-29979
RegistrationNo. 333-01319
RegistrationNo. 33-51222
RegistrationNo. 33-51224
RegistrationNo. 33-51226
RegistrationNo. 33-39258
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8 REGISTRATION STATEMENT NO.333-203341
FORMS-8 REGISTRATION STATEMENT NO.333-198529
FORMS-8 REGISTRATION STATEMENT NO.333-167419
FORMS-8 REGISTRATION STATEMENT NO.333-158588
FORMS-8 REGISTRATION STATEMENT NO.333-133388
FORMS-8 REGISTRATION STATEMENT NO.333-129135
FORMS-8 REGISTRATION STATEMENT NO.333-105971
FORMS-8 REGISTRATION STATEMENT NO.333-67668
FORMS-8 REGISTRATION STATEMENT NO.333-87385
FORMS-8 REGISTRATION STATEMENT NO.333-46865
FORMS-8 REGISTRATION STATEMENT NO.333-29979
FORMS-8 REGISTRATION STATEMENT NO.333-01319
FORMS-8 REGISTRATION STATEMENT NO.33-51222
FORMS-8 REGISTRATION STATEMENT NO.33-51224
FORMS-8 REGISTRATION STATEMENT NO.33-51226
FORMS-8 REGISTRATION STATEMENT NO.33-39258
UNDER
THE SECURITIES ACT OF 1933
THE VALSPAR CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 36-2443580 | |
(State or other Jurisdiction of Incorporation) | (IRS Employer Identification No.) |
c/o The Sherwin-Williams Company
101 West Prospect Avenue
Cleveland, Ohio 44115
(216)566-2000
(Address, including ZIP Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)
The Valspar Corporation 2015 Omnibus Equity Plan
The Valspar Corporation Nonqualified Deferred Compensation Plan
2009 Omnibus Equity Plan
The Valspar Corporation 1991 Stock Option Plan
The Valspar Corporation Stock Option Plan forNon-Employee Directors
The Valspar Corporation 2001 Stock Incentive Plan
The Valspar Corporation Stock Option Plan forNon-Employee Directors
The Valspar Profit Sharing Retirement Plan
The Valspar Corporation Key Employee Annual Bonus Plan
Valspar Stock Ownership Plan for Salaried Employees
Valspar Stock Ownership Plan for Hourly Employees
(Full Title of Plans)
Catherine M. Kilbane
Senior Vice President, General Counsel and Secretary
The Sherwin-Williams Company
101 West Prospect Avenue
Cleveland, Ohio 44115
(216)566-2000
(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, anon-accelerated filer, 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 Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
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 relates to the following Registration Statements filed by The Valspar Corporation, a Delaware corporation (“Valspar”), on FormS-8 (collectively, the “Registration Statements”):
| • | Registration StatementNo. 333-203341, originally filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2015, which registered the offer and sale of 7,000,000 shares of Valspar’s common stock, $0.50 par value per share (“Shares”) issuable pursuant to The Valspar Corporation 2015 Omnibus Equity Plan; |
| • | Registration StatementNo. 333-198529, originally filed with the SEC on September 3, 2014, which registered $100,000,000 of deferred compensation obligations pursuant to The Valspar Corporation Nonqualified Deferred Compensation Plan; |
| • | Registration StatementNo. 333-167419, originally filed with the SEC on June 9, 2010, which registered the offer and sale of 3,000,000 Shares issuable pursuant to the 2009 Omnibus Equity Plan; |
| • | Registration StatementNo. 333-158588, originally filed with the SEC on April 15, 2009, which registered the offer and sale of 5,299,684 Shares issuable pursuant to the 2009 Omnibus Equity Plan; |
| • | Registration StatementNo. 333-133388, originally filed with the SEC on April 19, 2006, which registered the offer and sale of 25,000,000 Shares issuable pursuant to The Valspar Corporation 1991 Stock Option Plan (the “1991 Plan”); |
| • | Registration StatementNo. 333-129135, originally filed with the SEC on October 19, 2005, which registered the offer and sale of 1,000,000 Shares issuable pursuant to The Valspar Corporation Stock Option Plan forNon-Employee Directors (the “Director Plan”); |
| • | Registration StatementNo. 333-105971, originally filed with the SEC on June 10, 2003, which registered the offer and sale of 10,000,000 Shares issuable pursuant to the 1991 Plan; |
| • | Registration StatementNo. 333-67668, originally filed with the SEC on August 16, 2001, which registered the offer and sale of 8,000,000 Shares issuable pursuant to the 1991 Plan and 1,000,000 Shares issuable pursuant to the 2001 Stock Incentive Plan; |
| • | Registration StatementNo. 333-87385, originally filed with the SEC on September 20, 1999, which registered the offer and sale of 6,000,000 Shares issuable pursuant to the 1991 Plan; |
| • | Registration StatementNo. 333-46865, originally filed with the SEC on February 25, 1998, which registered the offer and sale of 250,000 Shares issuable pursuant to the Director Plan, 1,200,000 Shares issuable pursuant to The Valspar Profit Sharing Retirement Plan and 1,000,000 Shares issuable pursuant to the 1991 Plan; |
| • | Registration StatementNo. 333-29979, originally filed with the SEC on June 25, 1997, which registered the offer and sale of 3,000,000 Shares issuable pursuant to the 1991 Plan; |
| • | Registration StatementNo. 333-01319, originally filed with the SEC on February 29, 1996, which registered the offer and sale of 500,000 Shares issuable pursuant to The Valspar Corporation Key Employee Annual Bonus Plan; |
| • | Registration StatementNo. 33-51222, originally filed with the SEC on August 24, 1992, which registered the offer and sale of 100,000 Shares issuable pursuant to The Valspar Profit Sharing Retirement Plan; |
| • | Registration StatementNo. 33-51224, originally filed with the SEC on August 24, 1992, which registered the offer and sale of 1,000,000 Shares issuable pursuant to the Valspar Stock Ownership Plan for Salaried Employees; |
| • | Registration StatementNo. 33-51226, originally filed with the SEC on August 24, 1992, which registered the offer and sale of 100,000 Shares issuable pursuant to the Valspar Stock Ownership Plan for Hourly Employees; and |
| • | Registration StatementNo. 33-39258, originally filed with the SEC on March 6, 1991, which registered the offer and sale of 2,000,000 Shares issuable pursuant to the 1991 Plan. |
Valspar is filing this Post-Effective Amendment to the Registration Statements to withdraw and remove any unissued and unsold securities issuable by Valspar pursuant to the above-referenced Registration Statements.
On June 1, 2017, pursuant to the Agreement and Plan of Merger, dated as of March 19, 2016 (the “Agreement”), by and among Valspar, The Sherwin-Williams Company, an Ohio corporation (“Sherwin-Williams”), and Viking Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary ofSherwin-Williams (“Merger Sub”), Merger Sub merged with and into Valspar, with Valspar continuing as the surviving corporation and a wholly owned subsidiary of Sherwin-Williams.
As a result of the consummation of the transactions contemplated by the Agreement, Valspar has terminated all offerings of its securities pursuant to the above-referenced Registration Statements. In accordance with an undertaking made by Valspar in Part II of each of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance that remain unsold at the termination of the offering, Valspar hereby removes and withdraws from registration all such securities of Valspar registered under the Registration Statements that remain unsold as of the date of this Post-Effective Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 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 Cleveland, State of Ohio, on June 1, 2017. No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.
THE VALSPAR CORPORATION
| ||
| By: | /s/ Catherine M. Kilbane | |
| Name: | Catherine M. Kilbane | |
| Title: | Vice President and Secretary | |
