As filed with the Securities and Exchange Commission on June 9, 2011
Registration No. 333-146982
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AbitibiBowater Inc.
(Exact name of Registrant as specified in its charter)
| | |
| Delaware | | 98-0526415 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
1155 Metcalfe Street, Suite 800
Montreal, Quebec
Canada H3B 5H2
(514) 875-2160
(Address, including zip code, of principal executive offices)
Abitibi-Consolidated Inc. Amended and Restated Stock Option Plan
Abitibi-Consolidated Inc. Directors’ Stock Option Plan
Abitibi-Consolidated Inc. Restricted Share Unit Plan
Abitibi-Consolidated Inc. Executive Deferred Share Unit Plan
Abitibi-Consolidated Inc. Deferred Share Unit Plan (Stock Plan for Non-Employee Directors)
Abitibi-Consolidated Inc. Employee Share Ownership Plan
Bowater Incorporated 2006 Stock Option and Restricted Stock Plan
Bowater Incorporated 2002 Stock Option Plan
Bowater Incorporated 2000 Stock Option Plan
Bowater Incorporated 1997 Stock Option Plan
Bowater Incorporated 1992 Stock Incentive Plan
Deferred Compensation Plan for Outside Directors of Bowater Incorporated
(Full title of the plan)
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
(866) 809-1134
(Name of agent, including area code, for service)
COPIES TO:
| | |
AbitibiBowater Inc. 1155 Metcalfe Street, Suite 800 Montreal, Quebec Canada H3B 5H2 (514) 875-2160 Attention: Jacques P. Vachon | | Seyfarth Shaw LLP 131 South Dearborn
Suite 2400
Chicago, Illinois 60603
(312) 460-5000
Attention: Ameena Majid |
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.
| | | | | | |
| Large accelerated filer | | ¨ | | Accelerated filer | | ¨ |
| | | |
| Non-accelerated filer | | ¨ (Do not check if a smaller reporting company) | | Smaller reporting company | | þ |
DEREGISTRATION OF SHARES
On October 29, 2007, AbitibiBowater Inc. (the “Company”) filed a registration statement (File No. 333-146982) on Form S-8 (the “Registration Statement”). The Registration Statement registered a total of 4,326,237 shares of the Company’s common stock, $1.00 par value per share (the “Common Stock”), to be issued in respect of grants made or upon exercise of options granted under the Abitibi–Consolidated Inc. Amended and Restated Stock Option Plan, the Abitibi–Consolidated Inc. Directors’ Stock Option Plan, the Abitibi–Consolidated Inc. Restricted Share Unit Plan, the Abitibi–Consolidated Inc. Deferred Share Unit Plan (Stock Plan for Non-Employee Directors), the Abitibi–Consolidated Inc. Executive Deferred Share Unit Plan, the Abitibi-Consolidated Inc. Employee Share Ownership Plan, the Bowater Incorporated 2006 Stock Option and Restricted Stock Plan, the Bowater Incorporated 2002 Stock Option Plan, the Bowater Incorporated 2000 Stock Option Plan, the Bowater Incorporated 1997 Stock Option Plan, the Bowater Incorporated 1992 Stock Incentive Plan and the Deferred Compensation Plan for Outside Directors of Bowater Incorporated (together, the “Plans”). This offering has been terminated because the Plans were terminated in connection with the Company’s emergence from U.S. Chapter 11 bankruptcy proceedings. Consequently, in accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Common Stock that remains unsold at the termination of the offering, the Company hereby removes from registration the Common Stock of the Company that are registered but unsold under the Registration Statement.
2
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montreal, Quebec, Canada, on June 8, 2011.
| | |
| ABITIBIBOWATER INC. |
| |
| By: | | /s/ RICHARD GARNEAU |
| Name: | | Richard Garneau |
| Title: | | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated.
| | | | |
| Signature | | Title | | Date |
| | |
/s/ RICHARD GARNEAU Richard Garneau | | President, Chief Executive Officer and Director (Principal Executive Officer) | | June 8, 2011 |
| | |
/s/ WILLIAM G. HARVEY William G. Harvey | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | June 8, 2011 |
| | |
/s/ JOSEPH B. JOHNSON Joseph B. Johnson | | Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer) | | June 8, 2011 |
| | |
/s/ RICHARD B. EVANS Richard B. Evans | | Chairman of the Board | | June 8, 2011 |
| | |
/s/ PIERRE DUPUIS Pierre Dupuis | | Director | | June 8, 2011 |
| | |
/s/ RICHARD D. FALCONER Richard D. Falconer | | Director | | June 8, 2011 |
| | |
/s/ JEFF HEARN Jeff Hearn | | Director | | June 8, 2011 |
| | |
/s/ SARAH NASH Sarah Nash | | Director | | June 8, 2011 |
3
| | | | |
| | |
/s/ ALAIN RHÉAUME Alain Rhéaume | | Director | | June 8, 2011 |
| | |
/s/ PAUL C. RIVETT Paul C. Rivett | | Director | | June 8, 2011 |
| | |
/s/ MICHAEL ROUSSEAU Michael Rousseau | | Director | | June 8, 2011 |
| | |
/s/ DAVID H. WILKINS David H. Wilkins | | Director | | June 8, 2011 |
4
