As filed with the Securities and Exchange Commission on October 30, 2015
Registration No. 333-181228
Registration No. 333-162845
Registration No. 333-142353
Registration No. 333-133546
Registration No. 333-124343
Registration No. 333-104803
Registration No. 333-102749
Registration No. 333-92399
Registration No. 333-54558
Registration No. 333-48733
Registration No. 333-36180
Registration No. 333-30327
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-181228
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-162845
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-142353
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-133546
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-124343
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-104803
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-102749
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-92399
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-54558
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-48733
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-36180
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-30327
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Con-way Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 94-1444798 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
2211 Old Earhart Road, Suite 100 Ann Arbor, Michigan 48105
(Address and Zip Code of Principal Executive Offices)
Con-way Inc. 2012 Equity and Incentive Plan
Con-way Retirement Savings Plan
Con-way 401(k) Plan
Con-way Personal Savings Plan
Con-way Inc. Employee Stock Purchase Plan
Con-way Inc. Deferred Compensation Plan for Non-Employee Directors
Con-way Inc. 2006 Equity and Incentive Plan
CNF Inc. 2005 Deferred Compensation Plan for Executives
CNF Inc. 2005 Deferred Compensation Plan for Non-Employee Directors
CNF Inc. 1997 Equity and Incentive Plan
CNF Inc. 2003 Equity Incentive Plan for Non-Employee Directors
CNF Inc. Thrift and Stock Plan
CNF Inc. Employee Stock Purchase Plan
EWW Savings Plan
CNF Transportation Inc. Deferred Compensation Plan for Executives
CNF Transportation Inc. 1997 Equity and Incentive Plan
CNF Transportation Inc. Thrift and Stock Plan
CNF Transportation Inc. Amended and Restated Equity Incentive Plan for Non-Employee Directors
CNF Transportation Inc. Deferred Compensation Plan for Executives
CNF Transportation Inc. Deferred Compensation Plan for Directors
Gordon E. Devens
Senior Vice President, General Counsel and Secretary
XPO Logistics, Inc.
Five Greenwich Office Park
Greenwich, CT 06831
(Name, Address, and Telephone Number, including Area Code, of Agent for Service)
Copy To:
Adam O. Emmerich
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated filer | ¨ | |||||
Non-accelerated filer | ¨ | (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
EXPLANATORY NOTE
This Post-Effective Amendment (this “Amendment”) relates to the following Registration Statements onForm S-8 (collectively, the “Registration Statements”) (note that the share numbers listed below do not take into account corporate actions, such as stock splits, taken in the interim):
Registration Statement on Form S-8 (File No. 333-181228) registering 7,637,432 shares of Con-way Inc. (the “Registrant”) common stock, par value $0.625 per share (the “Common Stock”), pursuant to the Con-way Inc. 2012 Equity and Incentive Plan.
Registration Statement on Form S-8 (File No. 333-162845) registering 9,000,000 shares of Common Stock pursuant to theCon-way Retirement Savings Plan, the Con-way 401(k) Plan, the Con-way Personal Savings Plan and the Con-way Inc. Employee Stock Purchase Plan.
Registration Statement on Form S-8 (File No. 333-142353) registering 100,000 shares of Common Stock and 100,000 Stock Units pursuant to the Con-way Inc. Deferred Compensation Plan for Non-Employee Directors.
Registration Statement on Form S-8 (File No. 333-133546) registering 6,000,000 shares of Common Stock pursuant to theCon-way Inc. 2006 Equity and Incentive Plan.
Registration Statement on Form S-8 (File No. 333-124343) registering 200,000 shares of Common Stock, 200,000 Common Stock Units and $20,000,000 in Deferred Compensation Obligations pursuant to the CNF Inc. 2005 Deferred Compensation Plan for Executives and the CNF Inc. 2005 Deferred Compensation Plan for Non-Employee Directors.
Registration Statement on Form S-8 (File No. 333-104803) registering 3,800,000 shares of Common Stock pursuant to the CNF Inc. 1997 Equity and Incentive Plan and the CNF Inc. 2003 Equity Incentive Plan for Non-Employee Directors.
Registration Statement on Form S-8 (File No. 333-102749) registering 8,000,000 shares of Common Stock pursuant to the CNF Inc. Thrift and Stock Plan, the CNF Inc. Employee Stock Purchase Plan and the EWW Savings Plan.
Registration Statement on Form S-8 (File No. 333-92399) registering 8,000,000 shares of Common Stock pursuant to the CNF Transportation Inc. Thrift and Stock Plan, CNF Transportation Inc. Amended and Restated Equity Incentive Plan for Non-Employee Directors and EWW Savings Plan.
Registration Statement on Form S-8 (File No. 333-54558) registering 200,000 shares of Common Stock and 200,000 Common Stock Units pursuant to the CNF Transportation Inc. Deferred Compensation Plan for Executives.
Registration Statement on Form S-8 (File No. 333-48733) registering $20,000,000 of Deferred Compensation Obligations pursuant to the CNF Transportation Inc. Deferred Compensation Plan for Executives and Deferred Compensation Plan for Directors.
Registration Statement on Form S-8 (File No. 333-36180) registering 4,000,000 shares of Common Stock pursuant to the CNF Transportation Inc. 1997 Equity and Incentive Plan.
Registration Statement on Form S-8 (File No. 333-30327) registering 2,200,000 shares of Common Stock pursuant to the CNF Transportation Inc. 1997 Equity and Incentive Plan.
On September 9, 2015, the Registrant entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with XPO Logistics, Inc. (“XPO”) and Canada Merger Corp. (“Merger Subsidiary”). Pursuant to the Merger Agreement, XPO caused Merger Subsidiary to commence a cash tender offer for all of Con-way’s outstanding shares of common stock, par value $0.625 per share (the “Shares”), at a purchase price of $47.60 per Share (the “Offer”). On October 30, 2015, following the completion of the Offer, Merger Subsidiary merged with and into the Registrant with the Registrant surviving as a wholly owned subsidiary of XPO (the “Merger”).
In connection with the Merger, the Registrant is terminating the Registration Statements and deregistering the remaining securities registered but unsold under the Registration Statements, if any, in accordance with an undertaking made by the Registrant in each Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offerings. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Greenwich, State of Connecticut, on October 30, 2015. No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.
| CON-WAY INC. | ||
| By: | /s/ Gordon E. Devens | |
Name: Gordon E. Devens Title: Vice President and Secretary | ||