As filed with the Securities and Exchange Commission on December 5, 2016
Registration No. 333-196638
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SunEdison Semiconductor Limited
(Exact name of registrant as specified in its charter)
| Singapore | N/A | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
11 Lorong 3 Toa Payoh Singapore | 319579 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
SunEdison Semiconductor Limited 2014 Long-Term Incentive Plan
SunEdison Semiconductor Limited 2014 Non-Employee Director Incentive Plan
(Full title of the plans)
Sally Townsley
Senior Vice President, General Counsel
SunEdison Semiconductor Limited
501 Pearl Drive
St. Peters, Missouri 63376
Phone: (636) 474-5430
(Name and address of agent for service and telephone number, including area code, of agent for service)
Copies to:
LaDawn Naegle
Bryan Cave LLP
1155 F Street NW
Washington, DC 20004
Phone: (202) 508-6046
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 Rule12b-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 | ☐ | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the Registration Statement on Form S-8 (File No. 333-196638) (the “Registration Statement”) filed by SunEdison Semiconductor Limited (the “Company”) with the Securities and Exchange Commission on June 10, 2014 in respect of the registration of 11,000,000 ordinary shares, no par value, of the Company reserved for issuance under the 2014 Long-Term Incentive Plan and the 2014 Non-Employee Director Incentive Plan.
On August 17, 2016, the Company, entered into an Implementation Agreement (the “Implementation Agreement”) with GlobalWafers Co., Ltd. (“GWC”) and GWafers Singapore Pte. Ltd., a wholly owned subsidiary of GWC (“Acquiror”). Pursuant to the Implementation Agreement, on December 2, 2016, Acquiror acquired all of the issued and outstanding ordinary shares of the Company (other than those held by GWC, Acquiror and their respective subsidiaries) (the “Transaction”) pursuant to a Scheme of Arrangement under Singapore law in accordance with Section 210 of the Companies Act (Chapter 50) of Singapore. As a result of the Transaction, the Company is an indirect wholly owned subsidiary of GWC.
As a result of the Transaction, the Company has terminated any and all offerings of its securities pursuant to the Registration Statement. In accordance with an undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities registered under such Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration all securities registered but unsold under such Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
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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-8 and has duly caused this Post-Effective Amendment to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Peters, State of Missouri, on December 5, 2016.
| SUNEDISON SEMICONDUCTOR LIMITED | ||||
| By: | /s/ Jeffrey L. Hall | |||
| Name: | Jeffrey L. Hall | |||
| Title: | Executive Vice President Finance & Administration and Chief Financial Officer | |||
Note: No other person is required to sign this Post-Effective Amendment to the Registration Statement on Form S-8 in reliance on Rule 478 under the Securities Act of 1933, as amended.
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