As filed with the Securities and Exchange Commission on July 25, 2017
Registration Nos. 333-211316 - 211316-12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to
Form S-3 Registration Statement 333-211316 - 211316-12
FORM S-3
Registration Statement
Under
The Securities Act of 1933
REYNOLDS AMERICAN INC.
(Exact name of registrant as specified in its charter)
| North Carolina | 20-0546644 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
401 North Main Street
Winston-Salem, North Carolina 27101
(336) 741-2000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
SEE TABLE OF ADDITIONAL REGISTRANTS
McDara P. Folan, III, Esq.
Senior Vice President, Deputy General Counsel and Secretary
Reynolds American Inc.
401 North Main Street
Winston-Salem, North Carolina 27101
(336) 741-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
David M. Eaton, Esq.
Kilpatrick Townsend & Stockton, LLP
Suite 2800, 1100 Peachtree Street
Atlanta, Georgia 30309-4528
(404) 815-6500
Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to these registration statements.
If the only securities being registered on this Form are being 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, 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, a 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 Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | 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. ☐
TABLE OF ADDITIONAL REGISTRANTS
Exact Name of Additional Registrant as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification Number | Address, Including Zip Code, and Telephone Number, Including Area Executive Offices | |||
| American Snuff Company, LLC | Delaware | 62-1691028 | 5106 Tradeport Drive Memphis, TN 38141 (901) 761-2050 | |||
| Conwood Holdings, Inc. | Delaware | 20-4771396 | 401 North Main Street Winston-Salem, NC 27101 (336) 741-2000 | |||
| Lorillard Licensing Company LLC | North Carolina | 56-2169594 | 401 North Main Street Winston-Salem, NC 27101 (336) 741-5000 | |||
| Reynolds Finance Company | Delaware | 51-0380116 | Farmers Bank Building Suite 1402 301 N. Market Street Wilmington, DE 19801 (302) 425-3550 | |||
| Reynolds Innovations Inc. | North Carolina | 56-1972826 | 401 North Main Street Winston-Salem, NC 27101 (336) 741-5700 | |||
| R. J. Reynolds Global Products, Inc. | Delaware | 04-3625474 | 401 North Main Street Winston-Salem, NC 27101 (336) 741-5500 | |||
| R. J. Reynolds Tobacco Co. | Delaware | 66-0285918 | 401 North Main Street Winston-Salem, NC 27101 (336) 741-5000 | |||
| R. J. Reynolds Tobacco Company | North Carolina | 73-1695305 | 401 North Main Street Winston-Salem, NC 27101 (336) 741-5000 | |||
| R.J. Reynolds Tobacco Holdings, Inc. | Delaware | 56-0950247 | 401 North Main Street Winston-Salem, NC 27101 (336) 741-5500 | |||
| RAI Services Company | North Carolina | 38-3792301 | 401 North Main Street Winston Salem, NC 27101 (336) 741-4500 | |||
| Rosswil LLC | Delaware | 36-4348321 | 813 Ridge Lake Boulevard Memphis, TN 38120 (901) 761-2000 | |||
| Santa Fe Natural Tobacco Company, Inc. | New Mexico | 85-0394268 | One Plaza La Prensa Santa Fe, NM 87507 (505) 982-4257 | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Registration Statement on Form S-3 (Nos. 333-211316 through 333-211316-12) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission on May 12, 2016 by Reynolds American Inc., a North Carolina corporation (the “Company”) and the additional registrants set forth in the “Table of Additional Registrants” above (together, the “Registrants”).
On July 25, 2017, pursuant to that certain Agreement and Plan of Merger, dated as of January 16, 2017, as amended on June 8, 2017, by and among British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (“Parent”), BATUS Holdings Inc., a Delaware corporation and wholly owned subsidiary of BAT, Flight Acquisition Corporation, a North Carolina corporation and wholly owned subsidiary of BAT (“Merger Sub”) and the Company, Merger Sub merged with and into the Company, with the Company surviving the Merger as an indirect wholly owned subsidiary of Parent (the “Merger”).
In connection with the completion of the Merger, the Registrants have terminated all offerings of the Registrants’ securities pursuant to its existing registration statements, including the Registration Statement. In accordance with the undertakings made by the Registrants in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Registrants hereby remove from registration all such securities of the Registrants registered but unsold under the Registration Statement, if any, as of the filing date of this Post-Effective Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, each of the Registrants certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment to the above-referenced Registration Statement and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Winston-Salem, North Carolina, on this 25th day of July, 2017.
REYNOLDS AMERICAN INC. AMERICAN SNUFF COMPANY, LLC CONWOOD HOLDINGS, INC. LORILLARD LICENSING COMPANY LLC REYNOLDS FINANCE COMPANY REYNOLDS INNOVATIONS INC. R. J. REYNOLDS GLOBAL PRODUCTS, INC. R. J. REYNOLDS TOBACCO CO. R. J. REYNOLDS TOBACCO COMPANY R. J. REYNOLDS TOBACCO HOLDINGS, INC. RAI SERVICES COMPANY ROSSWIL LLC SANTA FE NATURAL TOBACCO COMPANY, INC. | ||
By: | /s/ McDara P. Folan, III | |
McDara P. Folan, III (pursuant to Rule 478 under the Securities Act) | ||
