As filed with the Securities and Exchange Commission on October 10, 2018
Registration Nos.333-214924 –214924-13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1
to
FORMS-4
Registration Statement333-214924 –214924-13
Under
The Securities Act of 1933
XERIUM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
See “Table of Additional Registrants” for information regarding additional Registrants
DELAWARE | 2221 | 42-1558674 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
14101 Capital Boulevard
Youngsville, North Carolina 27596
(919)526-1400
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Phillip B. Kennedy
Executive Vice President, General Counsel & Secretary
14101 Capital Boulevard
Youngsville, North Carolina 27596
(919)526-1414
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Latham & Watkins LLP
555 11th Street N.W.
Suite 1000
Washington, DC 20004
Attn.: William P. O’Neill
Kilpatrick Townsend & Stockton, LLP
1100 Peachtree Street, Suite 2800
Atlanta, Georgia 30309-4528
Attention: W. Benjamin Barkley
Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to this registration statement.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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(d) 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. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-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. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
TABLE OF ADDITIONAL REGISTRANTS
Exact name of guarantor as specified in its charter(1) | State or other jurisdiction of incorporation or organization | Primary Standard Industrial Classification Number | I.R.S. Employer Identification Number | |||
Huyck Licensco Inc. | Delaware | 2221 | 06-1260434 | |||
JJ Plank Company, LLC | Delaware | 2221 | 81-1601396 | |||
Robec Brazil LLC | Delaware | 2221 | 20-3318360 | |||
Stowe Woodward LLC | Delaware | 2221 | 84-1694102 | |||
Stowe Woodward Licensco LLC | Delaware | 2221 | 06-1260436 | |||
Wangner Itelpa I LLC | Delaware | 2221 | 43-2073561 | |||
Wangner Itelpa II LLC | Delaware | 2221 | 43-2073562 | |||
Weavexx, LLC | Delaware | 2221 | 05-0387869 | |||
Xerium Asia, LLC | Delaware | 2221 | 20-8863367 | |||
Xerium III (US) Limited | Delaware | 2221 | 51-0394460 | |||
Xerium IV (US) Limited | Delaware | 2221 | 51-0394461 | |||
Xerium V (US) Limited | Delaware | 2221 | 51-0394462 | |||
XTI LLC | Delaware | 2221 | 20-1296754 |
(1) | The address for each of the additional registrants is c/o Xerium Technologies, Inc., 14101 Capital Boulevard, Youngsville, North Carolina 27615, and the telephone number, including area code, of the additional registrants at that address is(919) 526-1400. |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the “Post-Effective Amendment”) relates to the Registration Statement filed by Xerium Technologies, Inc. and the additional registrants set forth in the “Table of Additional Registrants” above (collectively, the “Registrants”) on FormS-4 (Nos.333-214924 –214924-13) (the “Registration Statement”), which was filed with the Securities and Exchange Commission on December 6, 2016.
The offering registered by the Registration Statement has been completed and is terminated. In accordance with the undertakings made by the Registrants in the Registration Statement, the Registrants hereby remove from registration all securities of the Registrants registered but unsold under the Registration Statement as of the filing date of this Post-Effective Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, each of the Registrants has duly caused this Post-Effective Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Youngsville, State of North Carolina, on October 10, 2018.
XERIUM TECHNOLOGIES, INC. HUYCK LICENSCO INC. JJ PLANK COMPANY, LLC ROBEC BRAZIL LLC STOWE WOODWARD LLC STOWE WOODWARD LICENSCO LLC WANGNER ITELPA I LLC WANGNER ITELPA II LLC WEAVEXX, LLC XERIUM ASIA, LLC XERIUM III (US) LIMITED XERIUM IV (US) LIMITED XERIUM V (US) LIMITED XTI LLC | ||
By: | /s/ Phillip B. Kennedy | |
Phillip B. Kennedy | ||
(pursuant to Rule 478 under the Securities Act) |