As filed with the Securities and Exchange Commission on January 21, 2014
Registration No. 333-184256
Registration No. 333-181325
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S—8
REGISTRATION STATEMENTS
UNDER THE SECURITIES ACT OF 1933
Post-effective Amendment No. 1 to Form S-8 Registration Statement No. 333 184256
Post-effective Amendment No. 1 to Form S-8 Registration Statement No. 333 181325
Edwards Group Limited
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands |
| Not Applicable |
(State or Other Jurisdiction of Incorporation or Organization) |
| (I.R.S. Employer Identification No.) |
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Manor Royal Crawley West Sussex United Kingdom |
| RH10 9LW |
(Address of Principal Executive Offices) |
| (Zip Code) |
Edwards Group Sharesave Scheme
Edwards Group Limited 2012 Equity Incentive Plan
(Full Title of the Plans)
Puglisi & Associates
850 Library Avenue, Suite 204
P.O. Box 885, Newark, Delaware 19715
(Name and Address of Agent For Service)
(302) 738-6680
(Telephone Number, Including Area Code, of Agent For Service)
With a copy to:
Alexander D. Lynch, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000 (Phone)
(212) 310-8007 (Fax)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. 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 o |
| Accelerated filer o |
| Non-accelerated filer x |
| Smaller reporting company o |
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| (Do not check if a smaller reporting company) |
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”):
· Registration Statement No. 333-184256 registering 2,161,017 shares of Edwards Group Limited’s (the “Registrant”) ordinary shares, par value £0.002 per share, in connection with the Edwards Group Sharesave Scheme; and
· Registration Statement No. 333-181325 registering 6,483,051 shares of the Registrant’s ordinary shares, par value £0.002 per share, in connection with the Edwards Group Limited 2012 Equity Incentive Plan.
Effective January 9, 2014, the Registrant was acquired by Atlas Copco Group, a Swedish company (“Atlas”), in accordance with the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 19, 2013, among the Registrant, Atlas and Varg Holding, a Cayman Islands exempted company and a direct or indirect wholly-owned subsidiary of Atlas (the “Merger Subsidiary”). Pursuant to the Merger Agreement, the Merger Subsidiary merged with and into the Registrant, with the Registrant surviving as a wholly-owned direct subsidiary of Atlas (the “Merger”).
As a result of the Merger, the Registrant has terminated all offerings of securities pursuant to the Registration Statements. In accordance with the undertakings made by the Registrant in the Registration Statements, the Registrant hereby removes from registration any of the securities registered under the Registration Statements that remain unsold as of the filing date of this Post-Effective Amendment No. 1.
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.1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Crawley, West Sussex, United Kingdom, on January 21, 2014.
| EDWARDS GROUP LIMITED | |
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| By: | /s/ Adam Ramsay |
| Name: | Adam Ramsay |
| Title: | General Counsel |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 21, 2014.
Signature |
| Title |
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/s/ Finbarr Crowley |
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Finbarr Crowley |
| Chief Accounting Officer |
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/s/ Alex Bongaerts |
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Alex Bongaerts |
| Director |
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/s/ Dirk Ville |
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Dirk Ville |
| Director |
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/s/ Nigel Smith |
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Nigel Smith |
| Director |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Edwards Group Limited in the City of Newark, Delaware on January 21, 2014.
| PUGLISI & ASSOCIATES | |
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| By: | /s/ Donald J. Puglisi |
| Name: | Donald J. Puglisi |
| Title: | Managing Director |
