As filed with the Securities and Exchange Commission on January 23, 2017
Registration No. 333-168508
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
FEDERAL-MOGUL HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 20-8350090 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
27300 West 11 Mile Road Southfield, MI | 48034 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Federal-Mogul Corporation 2010 Stock Incentive Plan
Restated Stock Option Agreement
Second Amended and Restated Deferred Compensation Agreement
(Full title of the plan)
Michelle Epstein Taigman
Senior Vice President, General Counsel and Secretary
Federal-Mogul Holdings Corporation
27300 West 11 Mile Road
Southfield, MI 48034
(Name and address of agent for service)
(248) 354-7063
(Telephone number, including area code, of agent for service)
Copies to:
Christina T. Roupas, Esq.
Bruce A. Toth, Esq.
Winston & Strawn, LLP
35 West Wacker Drive
Chicago, IL 60601
Phone: (312) 558-5600
Fax: (312) 558-5700
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 (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller Reporting Company | ☐ | |||
2
DEREGISTRATION OF SECURITIES
On August 3, 2010 Federal-Mogul Holdings Corporation (the “Registrant”) filed with the Securities and Exchange Commission a registration statement on Form S-8 Registration No. 333-168508 (the “Registration Statement”), for the registration of 5,500,000 shares of common stock, par value $0.01 per share (the “Common Stock”), under the Federal-Mogul Corporation 2010 Stock Incentive Plan, an additional 4,000,000 shares of Common Stock under the Restated Stock Option Agreement by and between the Registrant and José Maria Alapont, dated March 23, 2010 and an additional 500,000 shares of Common Stock under the Second Amended and Restated Deferred Compensation Agreement by and between the Registrant and José Maria Alapont, dated March 23, 2010.
On January 23, 2017, pursuant to the terms of the Agreement and Plan of Merger, dated as of September 6, 2016 (the “Merger Agreement”), by and among American Entertainment Properties Corp., IEH FM Holdings, LLC (the “Offeror”) and the Registrant, Offeror merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger. As a result of the Merger, the offering pursuant to the Registration Statement has been terminated. This Post-Effective Amendment No. 2 to the Registration Statement is being filed solely for the purpose of deregistering any and all securities registered under the Registration Statement that remain unsold.
3
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 Form S-8 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Southfield, in the County of Oakland, State of Michigan, on January 23, 2017.
| FEDERAL-MOGUL HOLDINGS CORPORATION | ||||||
| By: | /s/ Michelle Epstein Taigman | |||||
| Name: | Michelle Epstein Taigman | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
No other person is required to sign this Post-Effective Amendment No. 2 to the Registration Statements in reliance upon Rule 478 of the Securities Act.
