As filed with the Securities and Exchange Commission on March 8, 2017
RegistrationNo. 033-5456
RegistrationNo. 033-38590
RegistrationNo. 033-39387
RegistrationNo. 033-53763
RegistrationNo. 333-19735
RegistrationNo. 333-50583
RegistrationNo. 333-101767
RegistrationNo. 333-109359
RegistrationNo. 333-110726
RegistrationNo. 333-159666
RegistrationNo. 333-194929
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 033-5456
POST EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 033-38590
POST EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 033-39387
POST EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 033-53763
POST EFFECTIVE AMENDMENT NO. 2 ON FORMS-8 TO FORMS-4 REGISTRATION STATEMENTNO. 333-19735
POST EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 333-50583
POST EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 333-101767
POST EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 333-109359
POST EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 333-110726
POST EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 333-159666
POST EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 333-194929
Under
The Securities Act of 1933
CLARCOR Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 36-0922490 | |
| (State or Other Jurisdiction of Incorporation) | (IRS Employer Identification No.) |
840 Crescent Centre Drive, Suite 600
Franklin, TN 37067
(615) 771-3100
(Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
CLARCOR Inc. 1994 Incentive Plan
CLARCOR Inc. 2004 Incentive Plan
CLARCOR Inc. 2009 Incentive Plan
CLARCOR Inc. 2014 Incentive Plan
CLARCOR Inc. Employee Stock Purchase Plan
United Air Specialists, Inc. 1984 Incentive Stock Option Plan
United Air Specialists, Inc. 1985 Incentive Stock Option Plan
United Air Specialists, Inc. 1991 Incentive Stock Option Plan
United Air Specialists, Inc. 1994 Stock Option Plan
United Air Specialists, Inc. 1994 Incentive Stock Option Plan for Nonemployee Directors
(Full Titles of the Plans)
The Corporation Trust Company
1209 Orange Street
City of Wilmington, County of New Castle, Delaware 19801
(302) 658-7581
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 | ☐ | |||
EXPLANATORY NOTE
These Post-Effective Amendments relate to the following Registration Statements (the “Registration Statements”) previously filed by CLARCOR Inc. (the “Company”) with the Securities and Exchange Commission:
| 1. | Registration StatementNo. 033-5456. |
| 2. | Registration StatementNo. 033-38590. |
| 3. | Registration StatementNo. 033-39387. |
| 4. | Registration StatementNo. 033-53763, filed May 24, 1994, registering 1,500,000 common shares of the Company, $1.00 par value (“Common Stock”), and related preferred share purchase rights associated with the Common Stock, issuable under the CLARCOR Inc. 1994 Incentive Plan. |
| 5. | Post-Effective Amendment No. 1 on FormS-8 to the FormS-4 Registration StatementNo. 333-19735, filed February 28, 1997, registering shares of Common Stock, issuable under the United Air Specialists, Inc. 1984 Incentive Stock Option Plan, United Air Specialists, Inc. 1985 Incentive Stock Option Plan, United Air Specialists, Inc. 1991 Incentive Stock Option Plan, United Air Specialists, Inc. 1994 Stock Option Plan and United Air Specialists, Inc. 1994 Incentive Stock Option Plan for Nonemployee Directors. |
| 6. | Registration StatementNo. 333-50583, filed on April 21, 1998, registering 2,000,000 shares of Common Stock, and related preferred share purchase rights associated with the Common Stock, issuable under the CLARCOR Inc. 1994 Incentive Plan. |
| 7. | Registration StatementNo. 333-101767, filed on December 11, 2002, registering 1,000,000 shares of Common Stock, issuable under the CLARCOR Inc. 1994 Incentive Plan. |
| 8. | Registration StatementNo. 333-109359, filed on October 1, 2003, registering 500,000 shares of Common Stock, issuable under the CLARCOR Inc. Employee Stock Purchase Plan. |
| 9. | Registration StatementNo. 333-110726, filed on November 25, 2003, registering 1,500,000 shares of Common Stock, issuable under the CLARCOR Inc. 2004 Incentive Plan. |
| 10. | Registration StatementNo. 333-159666, filed on June 2, 2009, registering 3,800,000 shares of Common Stock, issuable under the CLARCOR Inc. 2009 Incentive Plan. |
| 11. | Registration StatementNo. 333-194929, filed on March 31, 2014, registering 6,600,000 shares of Common Stock, issuable under the CLARCOR Inc. 2014 Incentive Plan. |
On February 28, 2017, pursuant to the Agreement and Plan of Merger, dated as of December 1, 2016, among the Company, Parker-Hannifin Corporation, an Ohio corporation (“Parker”), and Parker Eagle Corporation, a Delaware corporation and a wholly owned subsidiary of Parker (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parker. In connection with the Merger, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statements. Accordingly, pursuant to the undertakings contained in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities being registered which remain unsold at the termination of the offering, the Company is filing this post-effective amendment to the Registration Statements to deregister all of such securities of the Company registered but unsold as of the effective time of the Merger under the Registration Statements, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act, CLARCOR Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, state of Ohio, on this 8th day of March, 2017.
| CLARCOR INC. | ||
| By: | /s/ Joseph R. Leonti | |
| Name: Joseph R. Leonti | ||
| Title: Vice President and Secretary | ||
Note: No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.