As filed with the Securities and Exchange Commission on October 22, 2019
RegistrationNo. 333-149625
RegistrationNo. 333-162912
RegistrationNo. 333-176598
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-149625
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-162912
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-176598
UNDER
THE SECURITIES ACT OF 1933
GRAPHIC PACKAGING HOLDING COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 26-0405422 | |
| (State or Other Jurisdiction of | (IRS Employer | |
| Incorporation or Organization) | Identification No.) |
1500 Riveredge Parkway, Suite 100
Atlanta, Georgia 30328
(Address of Principal Executive Offices)
Graphic Packaging Holding Company
Amended and Restated 2004 Stock and Incentive Compensation Plan
(Full Title of the Plans)
Lauren S. Tashma, Esq. Executive Vice President, General Counsel and Secretary 1500 Riveredge Parkway, Suite 100 Atlanta, Georgia 30328 (770) 240-7200 | Copy to: Alston & Bird LLP | |
| (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, 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. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments relate to the following Registration Statements on FormS-8 (collectively, the “Registration Statements”) filed with the Securities and Exchange Commission by Graphic Packaging Holding Company (the “Registrant”):
| • |
| • |
| • |
The 2004 Stock Plan expired by its terms on May 18, 2014, and there are currently no awards outstanding that were granted under the 2004 Stock Plan. The Registrant is filing these Post-Effective Amendments to the Registration Statements to withdraw and remove from registration the unissued securities issuable by the Registrant pursuant to the above-referenced Registration Statements.
In accordance with undertakings made by the Company in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that were registered under such Registration Statements for issuance that remain unsold at the termination of the offering, the Registrant hereby removes from registration all of such securities of the Registrant registered but unsold under the Registration Statements as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and Rule 478 thereunder, the Registrant has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on October 22, 2019.
| GRAPHIC PACKAGING HOLDING COMPANY | ||
| By: | /s/ Lauren S. Tashma | |
| Lauren S. Tashma | ||
| Executive Vice President, General Counsel and Secretary | ||
