As filed with the Securities and Exchange Commission on February 28, 2019
Registration No. 333-215504
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
FORTERRA, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction
of Incorporation or Organization) | 37-1830464
(I.R.S. Employer
Identification No.) |
511 East John Carpenter Freeway, 6th Floor
Irving, TX 75062
(Address of Principal Executive Offices, including Zip Code)
FORTERRA, INC. 2016 STOCK INCENTIVE PLAN
FORTERRA, INC. 2018 STOCK INCENTIVE PLAN
(Full title of the Plans)
Jeff Bradley
Chief Executive Officer
Forterra, Inc.
511 East John Carpenter Freeway, 6th Floor
Irving, TX 75062
(Name and address of agent for service)
(469) 458-7973
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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 Rule 12b-2 of the Exchange Act or Rule 405 of the Securities Act of 1933.
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| Large accelerated filer | ¨ | | Accelerated filer | þ |
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| Non-accelerated filer | ¨ | (Do not check if a smaller reporting company) | 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 13(a) of the Exchange Act. ¨
EXPLANATORY NOTE
Forterra, Inc. (the “Registrant” or “we”) registered, pursuant to a Registration Statement on Form S-8 filed on January 10, 2017 (Registration No. 333-215504) (the “Registration Statement”), the offer and sale of up to 5,000,000 shares of our Common Stock, par value $0.001 per share (“Common Stock”), under the Forterra, Inc. 2016 Stock Incentive Plan (the “2016 Plan”).
Our board of directors approved the Forterra, Inc. 2018 Stock Incentive Plan (the “2018 Plan”) on April 17, 2018 and such plan was subsequently approved by our stockholders on May 24, 2018. Pursuant to the terms of the 2018 Plan, any shares of Common Stock subject to outstanding awards under the 2016 Plan as of May 24, 2018, that on or after such date cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in nonforfeitable shares of Common Stock) will be issuable under the 2018 Plan.
Pursuant to the undertakings in Item 9 of the Registration Statement, we are filing this Post-Effective Amendment No. 1 to the Registration Statement to provide that such registration statement shall also cover the 4,387,353 shares of Common Stock subject to outstanding awards under the 2016 Plan as of May 24, 2018, that on or after such date cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in nonforfeitable shares of Common Stock) and become issuable under the 2018 Plan.
EXHIBIT INDEX
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| Exhibit No. | Description |
| Opinion of Gibson, Dunn & Crutcher LLP. |
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 the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on February 28, 2019.
FORTERRA, INC.
By /s/ Jeff Bradley
Jeff Bradley
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the following persons have signed this Post-Effective Amendment No. 1 to the Registration Statement in the capacities and on the date(s) indicated.
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| Signature | | Title | | Date |
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| /s/ Jeff Bradley | | Chief Executive Officer, Director | | February 28, 2019 |
| Jeffrey Bradley | | (Principal Executive Officer) | | |
/s/ Charles R. Brown, II | | Executive Vice President and Chief | | February 28, 2019 |
| Charles R. Brown, II | | Financial Officer
(Principal Financial Officer, Principal Accounting Officer) | | |
| /s/ Chris Meyer | | Chairman of the Board, Director | | February 28, 2019 |
| Chris Meyer | | | | |
| /s/ Richard “Chip” Cammerer, Jr. | | Director | | February 28, 2019 |
| Richard “Chip” Cammerer, Jr. | | | | |
| /s/ Rafael Colorado | | Director | | February 28, 2019 |
| Rafael Colorado | | | | |
| /s/ Robert Corcoran | | Director | | February 28, 2019 |
| Robert Corcoran | | | | |
| /s/ Chad Lewis | | Director | | February 28, 2019 |
| Chad Lewis | | | | |
| /s/ Clint McDonnough | | Director | | February 28, 2019 |
| Clint McDonnough | | | | |
| /s/ John McPherson | | Director | | February 28, 2019 |
| John McPherson | | | | |
| /s/ Allison Navitskas | | Director | | February 28, 2019 |
| Allison Navitskas | | | | |
| /s/ Jacques Sarrazin | | Director | | February 28, 2019 |
| Jacques Sarrazin | | | | |
