As filed with the Securities and Exchange Commission on November 21, 2017
Registration No. 333-199112
Registration No. 333-203529
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-199112
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-203529
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VWR Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 26-0237871 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
Radnor Corporate Center Building One, Suite 200 Radnor, Pennsylvania | 19087 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
VWR Corporation 2014 Equity Incentive Plan
VWR Corporation 2014 Employee Stock Purchase Plan
(Full title of the plans)
George Van Kula
Senior Vice President, Human Resources, General Counsel and Secretary
Radnor Corporate Center
Building One, Suite 200
100 Matsonford Road
Radnor, Pennsylvania 19087
(610) 386-1700
(Name and address of agent for service and telephone number, including area code, of agent for service)
Copies to:
Dennis M. Myers, P.C.
Robert Goedert
Kirkland & Ellis LLP
300 N. LaSalle
Chicago, Illinois 60654
(312) 862-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
| 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 13(a) of the Exchange Act. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these “Post-Effective Amendments”), filed by VWR Corporation, a Delaware corporation (the “Company”), relate to the following Registration Statements on Form S-8 filed by the Company (each a “Registration Statement,” and collectively, the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”):
| • | Registration Statement on Form S-8 (No. 333-199112), filed with the SEC on October 1, 2014, pertaining to the registration of 11,500,000 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) under the VWR Corporation 2014 Equity Incentive Plan; and |
| • | Registration Statement on Form S-8 (No. 333-203529), filed with the SEC on April 20, 2015, pertaining to the registration of 2,000,000 shares of Common Stock under the VWR Corporation 2014 Employee Stock Purchase Plan. |
On November 21, 2017, the Company completed its previously announced merger (the “Merger”) with Vail Acquisition Corp (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Avantor, Inc., a Delaware corporation (“Avantor”), pursuant to that certain Agreement and Plan of Merger, dated as of May 4, 2017, by and among Avantor, Merger Sub and the Company. The Company was the surviving corporation in the Merger and, as a result of the Merger, has become a wholly-owned subsidiary of Avantor. As a result of the Merger, all offers and sales of the Company’s securities pursuant to the Registration Statements have been terminated.
In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a Post-Effective Amendment, any of the securities that were registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has authorized these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Radnor, State of Pennsylvania, on this 21st day of November, 2017.
| VWR CORPORATION | ||
| By: | /s/ George Van Kula | |
| Name: | George Van Kula | |
| Title: | Senior Vice President, Human Resources, General Counsel and Secretary | |
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.
