As filed with the Securities and Exchange Commission on October 31, 2011
File No. 333-170458
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Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 | ||
TO | ||
FORM S-8 | ||
REGISTRATION STATEMENT | ||
UNDER THE SECURITIES ACT OF 1933 | ||
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ARCH CHEMICALS, INC. | ||
(Exact name of registrant as specified in its charter) |
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Virginia | 06-1526315 |
(State or other jurisdiction of | (I.R.S. Employer |
c/o LG Acquisition Parent Corp.
90 Boroline Road
Allendale, New Jersey 07401
(201) 316-9200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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ARCH CHEMICALS, INC. EMPLOYEE DEFERRAL PLAN | ||
(Full titles of the plans) | ||
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Scott Waldman, Esq.
Vice President and Secretary
Arch Chemicals, Inc.
c/o LG Acquisition Parent Corp.
90 Boroline Road
Allendale, New Jersey 07401
Telephone: (201) 316-9200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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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 filerx | Accelerated Filero |
| Non-accelerated filero (Do not check if a smaller reporting company) | Smaller reporting companyo |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the “Amendment”), relates to the Registration Statement on Form S-8 (the “Registration Statement”), File No. 333-170458, of Arch Chemicals, Inc. (the “Company”), which was filed with the Securities and Exchange Commission on November 8, 2010, pertaining to the registration of $10,000,000 of Deferred Compensation Obligations pursuant to the following plans:
Arch Chemicals, Inc. Employee Deferral Plan
Arch Chemicals, Inc. Supplemental Contributing Employee Ownership Plan
On October 17, 2011, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 10, 2011, among Lonza Group Ltd., a company organized under the laws of Switzerland (“Parent”), LG Acquisition Corp., a Virginia Corporation (“Merger Sub”), and the Company, Merger Sub consummated the previously disclosed tender offer for all of the outstanding shares of common stock of the Company, par value $1.00 per share (“Common Stock”) at a price per share of $47.20, net to the seller in cash, without interest and less any required withholding taxes. On October 19, 2011, the previously disclosed subsequent offering period provided by Merger Sub in connection with the Offer expired.
On October 20, 2011, pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”) in accordance with the Virginia Stock Corporation Act of the Commonwealth of Virginia, with the Company surviving the Merger as an indirect wholly owned subsidiary of Parent. The Merger became effective on October 20, 2011 as a result of the issuance of a certificate of merger by the State Corporation Commission of the Commonwealth of Virginia.
As a result of the Merger, (i) all outstanding shares of Common Stock (other than any shares of Common Stock owned by the Company’s subsidiaries or owned by Parent, Merger Sub or any of their respective subsidiaries) were cancelled and automatically converted into the right to receive an amount in cash equal to $47.20, without interest and less any required withholding taxes, and (ii) the offerings 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 of the securities being registered which remain unsold at the termination of the offering, the Company hereby removes from registration all securities registered under the Registration Statement that remain unsold as of the date of this Amendment.
This Amendment shall become effective automatically upon the date of filing in accordance with Rule 464 promulgated under the Securities Act of 1933, as amended.
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 this Amendment and has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Allendale, State of New Jersey, on October 31, 2011.
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| ARCH CHEMICALS, INC. |
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| /s/ Jeanne Thoma |
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| By: Jeanne Thoma |
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| Title: President (Principal Executive Officer) |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment has been signed by the following persons in the capacities and on the dates indicated:
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Signature |
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/s/ Jeanne Thoma | ||||
Jeanne Thoma | President (Principal Executive Officer) | October 31, 2011 | ||
/s/ Alexander H. Hoy | ||||
Alexander H. Hoy | Vice President and Chief Financial Officer | October 31, 2011 | ||
(Principal Financial Officer) | ||||
/s/ Meghan E. DeMasi | ||||
Meghan E. DeMasi | Controller (Principal Accounting Officer) | October 31, 2011 | ||
/s/ Anthony Branciforte | ||||
Anthony Branciforte | Director | October 31, 2011 | ||
/s/ Joseph Colleluori | ||||
Joseph Colleluori | Director | October 31, 2011 | ||
/s/ Marc Funk | ||||
Marc Funk | Director | October 31, 2011 | ||
/s/ Bradley Luria | ||||
Bradley Luria | Director | October 31, 2011 | ||
/s/ Scott Waldman | ||||
Scott Waldman | Director | October 31, 2011 |