As filed with the Securities and Exchange Commission on December 29, 2008
Registration No. 333- 147093
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FREESCALE SEMICONDUCTOR HOLDINGS I, LTD.
(Exact Name of Registrant as Specified in Its Charter)
| Bermuda | 98-0522138 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
6501 William Cannon Drive West
Austin, Texas 78735
(Address, Including Zip Code, of Registrant’s Principal Executive Offices)
Freescale Holdings 2006 Management Incentive Plan
(Full Title of the Plan)
Alan Campbell
Chief Financial Officer
Freescale Semiconductor, Inc.
6501 William Cannon Drive West
Austin, Texas 78735
(512) 895-2000
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x | Smaller reporting company | ¨ |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, Registration No. 333-147093 (the “Registration Statement”), is being filed to deregister certain Common Shares of Freescale Semiconductor Holdings I, Ltd. (the “Company”) that were registered for issuance pursuant to the Freescale Holdings 2006 Management Incentive Plan (the “Plan”). The Registration Statement is hereby amended to deregister all Common Shares issuable under the Plan that were previously registered under the Registration Statement and that have not been sold or otherwise issued under the Plan as of the date hereof.
| Item 8. | Exhibits |
Exhibit No. | Description | |
| 24.1 | Powers of Attorney, incorporated by reference to the Company’s Registration Statement on Form S-8 No. 333-147093, filed with the SEC on November 1, 2007. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on the 29th day of December, 2008.
| FREESCALE SEMICONDUCTOR HOLDINGS I, LTD. | ||||
| By: | /s/ Alan Campbell | |||
| Name: | Alan Campbell | |||
| Title: | Chief Financial Officer | |||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Richard Beyer | Chair of the Board and | December 29, 2008 | ||
| Richard Beyer | Chief Executive Officer | |||
/s/ Alan Campbell | Chief Financial Officer | December 29, 2008 | ||
| Alan Campbell | (Principal Financial Officer) | |||
* | Chief Accounting Officer | December 29, 2008 | ||
| Daryl E. Raiford | (Principal Accounting Officer) | |||
* | Director | December 29, 2008 | ||
| Daniel F. Akerson | ||||
* | Director | December 29, 2008 | ||
| Thomas Lister | ||||
* | Director | December 29, 2008 | ||
| John W. Marren | ||||
* | Director | December 29, 2008 | ||
| Paul C. Schorr, IV | ||||
* | Director | December 29, 2008 | ||
| Peter Smitham | ||||
* | Director | December 29, 2008 | ||
| Claudius E. Watts IV | ||||
* By: | /s/ Daryl E. Raiford | |
| Daryl E. Raiford | ||
| Attorney-in-Fact |
EXHIBIT INDEX
Exhibit No. | Description | |
| 24.1 | Powers of Attorney, incorporated by reference to the Company’s Registration Statement on Form S-8 No. 333-147093, filed with the SEC on November 1, 2007. |
