As filed with the Securities and Exchange Commission on June 11, 2008
Registration No. 333-124581
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
WESTLAKE CHEMICAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 2801 Post Oak Boulevard, Suite 600 Houston, Texas 77056 (713) 960-9111 | 76-0346924 | ||
(State or other jurisdiction of incorporation or organization) | (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | (I.R.S. Employer Identification No.) |
Stephen Wallace, Esq.
Vice President, General Counsel and Corporate Secretary
Westlake Chemical Corporation
2801 Post Oak Boulevard, Suite 600
Houston, Texas 77056
(713) 960-9111
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Timothy S. Taylor, Esq.
Jason A. Rocha, Esq.
Baker Botts L.L.P.
910 Louisiana Street
One Shell Plaza
Houston, Texas 77002-4995
(713) 229-1234
Exact Name of Additional Registrants | Jurisdiction of Incorporation/Organization | I.R.S. Employer Identification Number | ||
Geismar Holdings, Inc. | Delaware | 33-1036002 | ||
GVGP, Inc. | Delaware | 71-0921650 | ||
North American Bristol Corporation | Delaware | 76-0669252 | ||
North American Pipe Corporation | Delaware | 76-0370735 | ||
Van Buren Pipe Corporation | Delaware | 76-0441452 | ||
Westech Building Products, Inc. | Delaware | 76-0498816 | ||
Westech Profiles Limited (successor to North American Profiles, Inc.) | Delaware | 76-0636880 | ||
Westlake Chemical Investments, Inc. | Delaware | 76-0664309 | ||
Westlake Development Corporation | Delaware | 76-0666307 |
Exact Name of Additional Registrants | Jurisdiction of Incorporation/Organization | I.R.S. Employer Identification Number | ||
Westlake Longview Corporation (successor to Westlake NG II Corporation) | Delaware | 61-1496835 | ||
Westlake Management Services, Inc. | Delaware | 76-0321065 | ||
Westlake NG I Corporation | Delaware | 30-0343980 | ||
Westlake Olefins Corporation (successor to Westlake Chemical Holdings, Inc. and Westlake Chemical Manufacturing, Inc.) | Delaware | 52-1629821 | ||
Westlake Petrochemicals LLC | Delaware | 76-0553330 | ||
Westlake Polymers LLC | Delaware | 76-0144230 | ||
Westlake PVC Corporation | Delaware | 76-0346192 | ||
Westlake Resources Corporation | Delaware | 76-0321064 | ||
Westlake Styrene LLC | Delaware | 76-0294926 | ||
Westlake Supply and Trading Company (successor to Westlake International Corporation) | Delaware | 76-0377613 | ||
Westlake Vinyl Corporation | Delaware | 76-0414632 | ||
Westlake Vinyls Company LP | Delaware | 06-1641487 | ||
Westlake Vinyls, Inc. | Delaware | 76-0542667 | ||
WPT LLC | Delaware | 76-0469048 |
Approximate date of commencement of proposed sale to the public:From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be 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, as amended (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:x
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:¨.
DEREGISTRATION OF SECURITIES; TERMINATION OF REGISTRATION STATEMENT
On December 19, 2005, the Securities and Exchange Commission (the “Commission”) declared effective the Registration Statement on Form S-3, SEC File No. 333-124581 (the “Previous Registration Statement”), filed by Westlake Chemical Corporation (“Westlake”) and the additional registrants named herein (collectively, the “Registrants”). On April 22, 2008, the Commission declared effective the Registration Statement on Form S-3, SEC File No. 333-150206 (the “Current Registration Statement”) filed by Westlake Chemical Corporation and certain additional registrants named therein. As a result, the Registrants have determined that they no longer need to maintain the effectiveness of the Previous Registration Statement.
The Registrants are filing this Post-Effective Amendment No. 2 to the Previous Registration Statement to terminate the effectiveness of the Previous Registration Statement and to deregister, as of the effective date of this Post-Effective Amendment No. 2, the amount of unsold securities under the Previous Registration Statement, which includes $500,000,000 aggregate initial offering price of securities of the Registrants and 4,500,000 shares of common stock of Westlake beneficially owned by TTWF LP, Westlake’s principal stockholder. The Previous Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the registrants 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 11th day of June, 2008.
WESTLAKE CHEMICAL CORPORATION WESTLAKE VINYLS COMPANY LP, BY GVGP, INC., ITS GENERAL PARTNER GVGP, INC. NORTH AMERICAN BRISTOL CORPORATION WESTLAKE CHEMICAL INVESTMENTS, INC. WESTLAKE LONGVIEW CORPORATION WESTLAKE MANAGEMENT SERVICES, INC. WESTLAKE NG I CORPORATION WESTLAKE OLEFINS CORPORATION WESTLAKE PETROCHEMICALS LLC WESTLAKE POLYMERS LLC WESTLAKE PVC CORPORATION WESTLAKE RESOURCES CORPORATION WESTLAKE STYRENE LLC WESTLAKE SUPPLY AND TRADING COMPANY WESTLAKE VINYL CORPORATION WESTLAKE VINYLS, INC. WPT LLC | ||
| By: | /s/ Albert Chao | |
Name: Albert Chao Title: President | ||
GEISMAR HOLDINGS, INC. WESTLAKE DEVELOPMENT CORPORATION | ||
| By: | /s/ R. Michael Looney | |
Name: R. Michael Looney Title: President | ||
| NORTH AMERICAN PIPE CORPORATION WESTECH PROFILES LIMITED VAN BUREN PIPE CORPORATION WESTECH BUILDING PRODUCTS, INC. | ||
| By: | /s/ Wayne D. Morse | |
Name: Wayne D. Morse Title: President | ||
II-1
WESTLAKE CHEMICAL CORPORATION
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 11th day of June, 2008.
Signature | Title | |
/s/ Albert Chao Albert Chao | President, Chief Executive Officer and Director (Principal Executive Officer) | |
/s/ M. Steven Bender M. Steven Bender | Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | |
/s/ George J. Mangieri George J. Mangieri | Vice President, Chief Accounting Officer (Principal Accounting Officer) | |
* James Chao | Chairman of the Board of Directors | |
* Robert T. Blakely | Director | |
* Dorothy C. Jenkins | Director | |
* Max L. Lukens | Director | |
E. William Barnett | Director | |
H. John Riley, Jr. | Director | |
| *By: | /s/ Albert Chao | |
Albert Chao Attorney-in-Fact | ||
II-2
GEISMAR HOLDINGS, INC. WESTLAKE DEVELOPMENT CORPORATION
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 11th day of June, 2008.
Signature | Title | |
* R. Michael Looney | President and Director | |
* Harold F. Kalbach, Jr. | Director | |
| *By: | /s/ Albert Chao | |
Albert Chao Attorney-in-Fact | ||
WESTLAKE VINYLS COMPANY LP, BY GVGP, INC., ITS GENERAL PARTNER,
GVGP, INC.
NORTH AMERICAN BRISTOL CORPORATION
WESTLAKE CHEMICAL INVESTMENTS, INC.
WESTLAKE LONGVIEW CORPORATION
WESTLAKE MANAGEMENT SERVICES, INC.
WESTLAKE NG I CORPORATION
WESTLAKE OLEFINS CORPORATION
WESTLAKE PETROCHEMICALS LLC
WESTLAKE POLYMERS LLC
WESTLAKE PVC CORPORATION
WESTLAKE RESOURCES CORPORATION
WESTLAKE STYRENE LLC
WESTLAKE SUPPLY AND TRADING COMPANY
WESTLAKE VINYL CORPORATION
WESTLAKE VINYLS, INC.
WPT LLC
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 11th day of June, 2008.
Signature | Title | |
/s/ Albert Chao Albert Chao | President and Director | |
II-3
NORTH AMERICAN PIPE CORPORATION
WESTECH PROFILES LIMITED
WESTECH BUILDING PRODUCTS, INC.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 11th day of June, 2008.
Signature | Title | |
* Wayne D. Morse | President | |
/s/ Albert Chao Albert Chao | Director | |
| *By: | /s/ Albert Chao | |
Albert Chao Attorney-in-Fact | ||
VAN BUREN PIPE CORPORATION
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 11th day of June, 2008.
Signature | Title | |
* Wayne D. Morse | President and Director | |
| *By: | /s/ Albert Chao | |
Albert Chao Attorney-in-Fact | ||
II-4