As filed with the Securities and Exchange Commission on September 19, 2016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3 REGISTRATION STATEMENT NO. 333-160625
UNDER THE SECURITIES ACT OF 1933
Horsehead Holding Corp.
(and the guarantors identified in the Table of Subsidiary Guarantor Registrants below)
(Exact name of registrant as specified in its charter)
| Delaware | 001-33658 | 20-0447377 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
4955 Steubenville Pike, Suite 405
Pittsburgh, Pennsylvania 15205
(724) 774-1020
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Gary R. Whitaker
Vice President, General Counsel and Secretary
Horsehead Holding Corp.
4955 Steubenville Pike, Suite 405
Pittsburgh, Pennsylvania 15205
Tel: (724) 774-1020
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
James S. Rowe
Ana Sempertegui
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, Illinois 60654
(312) 862-2000
Approximate date of commencement of proposed sale to the public:
Not applicable. Removal from registration of securities that were not sold pursuant to this Registration Statement.
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 apost-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 apost-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 apost-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 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. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Table of Subsidiary Guarantor Registrants
Exact Name of Additional Registrant as Specified in its Charter* | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification No. | ||||
Horsehead Corporation | Delaware | 20-0447346 | ||||
Chestnut Ridge Railroad Corp. | Delaware | 20-0689642 | ||||
| * | The address for each of the additional Registrants is c/o Horsehead Holding Corp., 4955 Steubenville Pike, Suite 405, Pittsburgh, Pennsylvania 15205. The name, address, including zip code, of the agent for service for each of the additional Registrants is Gary R. Whitaker, Vice President, General Counsel and Secretary, Horsehead Holding Corp., 4955 Steubenville Pike, Suite 405, Pittsburgh, Pennsylvania 15205, telephone (724) 774-1020. |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statement on Form S-3 (the “Registration Statement”), originally filed by Horsehead Holding Corp., a Delaware corporation (the “Company”) and the guarantors identified in the Table of Subsidiary Guarantor Registrants above (collectively, the “Registrants”), with the Securities and Exchange Commission:
| • | Registration No. 333-160625, originally filed on Form S-3 on July 16, 2009, as amended, pertaining to the registration of an unspecified amount of common stock, preferred stock, depositary shares, warrants, subscription rights, debt securities, guarantees of debt securities, share purchase contracts and share purchase units. |
On February 2, 2016, the Company and certain of its direct and indirect wholly-owned subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. These cases are being jointly administered under the captionIn re Horsehead Holding Corp., Case No. 16-10287 (the “Chapter 11 Cases”).
As a result of the Chapter 11 Cases, the Registrants have terminated all offerings of securities pursuant to the Registration Statement. In accordance with an undertaking made by the Registrants in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Registrants hereby remove from registration all of such securities registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, the undersigned registrant certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, State of Pennsylvania, on September 19, 2016.
| HORSEHEAD HOLDING CORP. | ||
| By: | /s/ Gary R. Whitaker | |
| Name: | Gary R. Whitaker | |
| Title: | Vice President, General Counsel and Secretary | |
Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on September 19, 2016:
| Signature | Capacity | |||
/s/ James M. Hensler | Chairman of the Board of Directors, President and Chief Executive Officer (principal executive officer) | |||
| James M. Hensler | ||||
/s/ Ryan Hutchison | Vice President, Controller and Chief Accounting Officer (principal financial and accounting officer) | |||
| Ryan Hutchison | ||||
/s/ John C. van Roden, Jr. | Director | |||
| John C. van Roden, Jr. | ||||
/s/ T. Grant John | Director | |||
| T. Grant John | ||||
/s/ George A. Schreiber, Jr. | Director | |||
| George A. Schreiber, Jr. | ||||
/s/ Jack Shilling | Director | |||
| Jack Shilling | ||||
SIGNATURES
Pursuant to the requirements of the Securities Act, the undersigned registrant certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, State of Pennsylvania, on September 19, 2016.
| HORSEHEAD CORPORATION | ||
| By: | /s/ Gary R. Whitaker | |
| Name: | Gary R. Whitaker | |
| Title: | Vice President, General Counsel and Secretary | |
Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on September 19, 2016:
| Signature | Capacity | |||
/s/ James M. Hensler | Director, President and Chief Executive Officer (principal executive officer) | |||
| James M. Hensler | ||||
/s/ Ryan Hutchison | Vice President, Controller and Chief Accounting Officer (principal financial and accounting officer) | |||
| Ryan Hutchison | ||||
/s/ Gary R. Whitaker | Director | |||
| Gary R. Whitaker | ||||
SIGNATURES
Pursuant to the requirements of the Securities Act, the undersigned registrant certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, State of Pennsylvania, on September 19, 2016.
| CHESTNUT RIDGE RAILROAD CORP. | ||
| By: | /s/ Gary R. Whitaker | |
| Name: | Gary R. Whitaker | |
| Title: | Vice President, General Counsel and Secretary | |
Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on September 19, 2016:
| Signature | Capacity | |||
/s/ James M. Hensler | Director, President and Chief Executive Officer (principal executive officer) | |||
| James M. Hensler | ||||
/s/ Ryan Hutchison | Vice President, Controller and Chief Accounting Officer (principal financial and accounting officer) | |||
| Ryan Hutchison | ||||
/s/ Gary R. Whitaker | Director | |||
| Gary R. Whitaker | ||||
