As filed with the Securities and Exchange Commission on May 28, 2014
Registration No. 333-189373
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-3
on
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EveryWare Global, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 45-3414553 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
519 North Pierce Avenue
Lancaster, Ohio 43130
(740) 681-2500
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
Sam A. Solomon
Interim President and Chief Executive Officer
EveryWare Global, Inc.
519 North Pierce Avenue
Lancaster, Ohio 43130
(740) 681-2500
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
Carol Anne Huff
Elisabeth M. Martin
Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
Fax: (312) 862-2000
Approximate date of commencement of proposed sale to the public: This Post-Effective Amendment is being filed to deregister all of the unsold securities previously registered under the Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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 | x | |||
EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (“Post-Effective Amendment”) is filed by EveryWare Global, Inc. (the “Company”), and amends the registration statement initially filed on Form S-3 (File No. 333-189373) with the Securities and Exchange Commission (the “Commission”) on June 17, 2013 (the “Registration Statement”), registering securities of the Company to be sold using the “shelf registration” process under Rule 415 of the Securities Act of 1933, as amended. Because the Company no longer satisfies the eligibility requirements of Form S-3, the Company has filed this Post-Effective Amendment on Form S-1 to terminate the offering of securities that remain unsold under the Registration Statement.
Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the shares of common stock being registered which remain unsold, the Company hereby amends the Registration Statement to remove from registration the shares of common stock covered by the Registration Statement which remain unsold.
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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-1 and has duly caused this Post-Effective Amendment to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Lancaster, State of Ohio, on May 28, 2014.
| EVERYWARE GLOBAL, INC. | ||
| By: | /s/ Sam A. Solomon | |
| Sam A. Solomon | ||
| Interim President and Chief Executive Officer | ||
| (Principal executive officer) | ||
Note: No other person is required to sign this Post-Effective Amendment to Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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