Old PSG Wind-Down (PSGLQ) S-8 POS Registration of securities for employees (post-effective amendment)

As filed with the Securities and Exchange Commission on December 21, 2017

Registration No. 333-209064

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933

OLD PSG WIND-DOWN LTD.

(Exact name of registrant as specified in its charter)

British Columbia, Canada(State or other jurisdiction of incorporation or organization)	Not applicable(I.R.S. Employer Identification No.)
666 Burrard Street, Suite 1700, VancouverBritish Columbia, Canada(Address of Principal Executive Offices)	V6C 2X8Zip Code

NONQUALIFIED STOCK OPTION AWARD AGREEMENT WITH MARK J. VENDETTI

RESTRICTED STOCK UNIT AWARD AGREEMENT WITH MARK J. VENDETTI(Full titles of the plans)

c/o Old BPSUSH Inc.The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801(Name and address of agent for service)

(302) 658-7581(Telephone number, including area code, of agent for service)

Copies of all communications, including all communications sent to the agent for service, should be sent to:

Copy to:Andrew J. FoleyPaul, Weiss, Rifkind, Wharton & Garrison LLP1285 Avenue of the AmericasNew York, N.Y. 10019-6064(212) 373-3000

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 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 ☒	Smaller reporting company ☐
		(Do not check if a smaller reporting company)

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Registration Statement of the Registrant on Form S-8 (Registration No. 333-209064), which registered the offering of common shares, pursuant to the Registrant’s Nonqualified Stock Option Award Agreement with Mark J. Vendetti and Restricted Stock Unit Award Agreement with Mark J. Vendetti. The Registrant hereby removes and withdraws from registration all securities of the Company registered pursuant to the Registration Statement that remain unsold as of the date hereof.

2

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 this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Vancouver, British Columbia, on this 21st day of December, 2017.

OLD PSG WIND-DOWN LTD.
By:	/s/ Brian J. Fox
	Brian J. Fox
	Chief Restructuring Officer

3

SIGNATURES AND POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Brian J. Fox his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents and in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities indicated on December 21, 2017.

Name	Title
/s/ Brian J. Fox	Chief Restructuring Officer
Brian J. Fox	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
/s/ Roman Doroniuk	Director
Roman Doroniuk
/s/ Greg Cote	Director
Greg Cote
/s/ John Dubel	Director
John Dubel

4