As filed with the Securities and Exchange Commission on May 29, 2020
Registration Statement FileNo. 333-159851
Registration Statement FileNo. 333-148972
Registration Statement FileNo. 333-144906
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 (No.333-159851)
POST-EFFECTIVE AMENDMENT NO. 1 (No.333-148972)
POST-EFFECTIVE AMENDMENT NO. 1 (No.333-144906)
TO
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WABCO HOLDINGS INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 20-8481962 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| Giacomettistrasse 1, 3000 Bern 31, Switzerland 1220 Pacific Dr., Auburn Hills, Michigan | 48326-1589 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
WABCO Holdings Inc. 2009 Omnibus Incentive Plan
WABCO Holdings Inc. Deferred Compensation Plan
WABCO Holdings Inc. Omnibus Incentive Plan
(Full title of the plan)
Jon Morrison
WABCO Holdings Inc.
Giacomettistrasse 1, 3000
Bern 31, Switzerland
+41-315-813-300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mark D. Gerstein
Bradley C. Faris
Stefan Widder
Latham & Watkins LLP
330 N. Wabash Ave. Suite 2800
Chicago, IL 60611
(312)876-7700
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-2 of the Exchange Act.
| 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. ☐
EXPLANATORY NOTE/DEREGISTRATION OF SECURITIES
WABCO Holdings Inc., a Delaware corporation (the “Registrant”), is filing these post-effective amendments (these “Post-Effective Amendments”) to the following Registration Statements on FormS-8 (the “Registration Statements”), which have been previously filed with the Securities and Exchange Commission (the “SEC”), to deregister (i) any and all shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”) and (ii) any and all deferred compensation obligations, in each case, registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof:
| i. | Registration Statement FileNo. 333-159851, filed with the SEC on June 9, 2009, registering shares of Common Stock, issuable pursuant to the Registrant’s 2009 Omnibus Incentive Plan, dated May 28, 2009, and the related Junior Participating Cumulative Preferred Stock Purchase Rights; |
| ii. | Registration Statement FileNo. 333-148972, filed with the SEC on January 31, 2008, registering (i) shares of Common Stock, issuable pursuant to the Registrant’s Deferred Compensation Plan, and the related Junior Participating Cumulative Preferred Stock Purchase Rights and (ii) deferred compensation obligations that may be incurred pursuant to the Registrant’s Deferred Compensation Plan; and |
| iii. | Registration Statement FileNo. 333-144906, filed with the SEC on July 27, 2007, registering shares of Common Stock, issuable pursuant to the Registrant’s Omnibus Incentive Plan, and the related Junior Participating Cumulative Preferred Stock Purchase Rights. |
On May 29, 2020, pursuant to that certain Agreement and Plan of Merger, dated as of March 28, 2019, by and among the Registrant, ZF Friedrichshafen AG (“ZF”) and Verona Merger Sub Corp. (“Merger Sub”), Merger Sub merged with and into the Registrant, with the Registrant surviving the merger and becoming a wholly owned subsidiary of ZF (the “Merger”).
These Post-Effective Amendments are being filed as a result of the Merger. The Registrant, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements and removes from registration (a) any and all shares of Common Stock and (b) any and all deferred compensation obligations, in each case, registered but unsold or otherwise unissued under the Registration Statements as of the date hereof. This filing is made in accordance with an undertaking made by the Registrant in Part II of each Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Auburn Hills, State of Michigan, on May 29, 2020.
WABCO HOLDINGS INC. | ||||
| By: | /s/ JON MORRISON | |||
Name: | Jon Morrison | |||
Title: | Chief Executive Officer | |||
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933.
