As filed with the Securities and Exchange Commission on September 1, 2017
RegistrationNo. 333-195452
RegistrationNo. 333-195451
RegistrationNo. 333-172151
RegistrationNo. 333-164989
RegistrationNo. 333-164988
RegistrationNo. 333-164987
RegistrationNo. 333-150605
RegistrationNo. 333-147452
RegistrationNo. 333-145038
RegistrationNo. 333-144083
RegistrationNo. 333-129496
RegistrationNo. 333-129494
RegistrationNo. 333-114330
RegistrationNo. 333-114329
RegistrationNo. 333-106585
RegistrationNo. 333-106527
RegistrationNo. 333-105228
RegistrationNo. 333-105224
RegistrationNo. 333-44358
RegistrationNo. 333-44360
RegistrationNo. 333-44362
RegistrationNo. 333-34004
RegistrationNo. 333-85599
RegistrationNo. 333-82573
RegistrationNo. 333-32185
RegistrationNo. 033-61703
RegistrationNo. 033-60037
RegistrationNo. 033-51821
RegistrationNo. 033-51817
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORMS-8 REGISTRATION STATEMENT NO.333-195452
FORMS-8 REGISTRATION STATEMENT NO.333-195451
FORMS-8 REGISTRATION STATEMENT NO.333-172151
FORMS-8 REGISTRATION STATEMENT NO.333-164989
FORMS-8 REGISTRATION STATEMENT NO.333-164988
FORMS-8 REGISTRATION STATEMENT NO.333-164987
FORMS-8 REGISTRATION STATEMENT NO.333-150605
FORMS-8 REGISTRATION STATEMENT NO.333-147452
FORMS-8 REGISTRATION STATEMENT NO.333-145038
FORMS-8 REGISTRATION STATEMENT NO.333-144083
FORMS-8 REGISTRATION STATEMENT NO.333-129494
FORMS-8 REGISTRATION STATEMENT NO.333-114330
FORMS-8 REGISTRATION STATEMENT NO.333-114329
FORMS-8 REGISTRATION STATEMENT NO.333-106585
FORMS-8 REGISTRATION STATEMENT NO.333-106527
FORMS-8 REGISTRATION STATEMENT NO.333-105228
FORMS-8 REGISTRATION STATEMENT NO.333-105224
FORMS-8 REGISTRATION STATEMENT NO.333-44358
FORMS-8 REGISTRATION STATEMENT NO.333-44360
FORMS-8 REGISTRATION STATEMENT NO.333-44362
FORMS-8 REGISTRATION STATEMENT NO.333-34004
FORMS-8 REGISTRATION STATEMENT NO.333-82573
FORMS-8 REGISTRATION STATEMENT NO.333-32185
FORMS-8 REGISTRATION STATEMENT NO.033-61703
FORMS-8 REGISTRATION STATEMENT NO.033-60037
FORMS-8 REGISTRATION STATEMENT NO.033-51821
FORMS-8 REGISTRATION STATEMENT NO.033-51817
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORMS-8 REGISTRATION STATEMENT NO.333-129496
POST-EFFECTIVE AMENDMENT NO. 2 ON FORMS-8 TO
FORMS-4 REGISTRATION STATEMENT NO.333-85599
Under
The Securities Act of 1933
E. I. DU PONT DE NEMOURS AND COMPANY
(Exact name of registrant as specified in its charter)
| | |
| Delaware | | 51-0014090 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
974 Centre Road
Wilmington, Delaware 19805
(Address, including zip code, of registrant’s principal executive offices)
DuPont 401(k) and Profit Sharing Plan
E. I. du Pont de Nemours and Company Equity and Incentive Plan
E. I. du Pont de Nemours and Company Stock Performance Plan
E. I. du Pont de Nemours and Company Management Deferred Compensation Plan
E. I. du Pont de Nemours and Company Stock Accumulation and Deferred Compensation Plan for Directors
PioneerHi-Bred International, Inc. Savings Plan
DuPont Retirement Savings Plan
Retirement Savings Restoration Plan
Savings & Investment Plan of E. I. du Pont de Nemours and Company
DuPont Salary Deferral & Savings Restoration Plan
Thrift and Savings Plan for the Employees of Sentinel Transportation, L.L.C.
The Invironmentalists, Inc. 401(k) Plan
2002 Bicentennial Corporate Sharing Plan
June 2003 Grant of DuPont Stock Options to DuPont Canada Inc. Option Holders
DuPont Powder Coatings USA, Inc. Profit Sharing Plan
DuPont 401(k) and Profit Sharing Plan for DuPont Holographics, Inc., Polar Vision, Inc. and DuPont Displays, Inc.
Thrift Plan for Employees of Sentinel Transportation Company
Optimum Quality Grains, L.L.C. Retirement and Savings Plan
DuPont Residential Flooring Systems, Inc. 401(k) Plan
DuPont Commercial Flooring Systems, Inc. 401(k) Plan
Protein Technologies International, Inc. Savings and Investment Plan
Stock Option Plan
Qualicon Retirement and Savings Plan
1997 Corporate Sharing Plan of E. I. du Pont de Nemours and Company
Savings and Investment Plan
Salary Deferral and Savings Restoration Plan of E. I. du Pont de Nemours and Company
1995 Corporate Sharing Plan of E. I. du Pont de Nemours and Company
Thrift Plan for Employees of Conoco Inc.
Investment Plan for Salaried Employees of Consol Inc.
Stock Performance Plan
(Full titles of the plans)
Nicholas C. Fanandakis
Executive Vice President—DuPont Finance
E. I. du Pont de Nemours and Company
974 Centre Road
Wilmington, Delaware 19805
(Name and address of agent for service)
(302)774-1000
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filter, 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 | | ☐ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
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. ☐
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment is being filed to deregister the Common Stock (as defined below) and the$0.60 Common Stock (as defined below) previously registered under the following Registration Statements, as applicable, of E. I. du Pont de Nemours and Company, a Delaware corporation (the “Company”), on FormS-8 (collectively, the “Registration Statements”) filed by the Company with the Securities and Exchange Commission (the “SEC”), together with any and all plan interests and other securities registered thereunder:
| | • | | Registration StatementNo. 333-195452, originally filed with the SEC on April 23, 2014, registering 50,000 shares of common stock, par value $0.30 per share, of the Company (“Common Stock”) under the DuPont 401(k) and Profit Sharing Plan; |
| | • | | Registration StatementNo. 333-195451, originally filed with the SEC on April 23, 2014, registering 10,000,000 shares of Common Stock under the E. I. du Pont de Nemours and Company Equity and Incentive Plan; |
| | • | | Registration StatementNo. 333-172151, originally filed with the SEC on February 10, 2011, registering 16,000,000 shares of Common Stock under the E. I. du Pont de Nemours and Company Stock Performance Plan; |
| | • | | Registration StatementNo. 333-164989, originally filed with the SEC on February 19, 2010, registering 1,000,000 shares of Common Stock under the E. I. du Pont de Nemours and Company Management Deferred Compensation Plan; |
| | • | | Registration StatementNo. 333-164988, originally filed with the SEC on February 19, 2010, registering 150,000 shares of Common Stock under the E. I. du Pont de Nemours and Company Stock Accumulation and Deferred Compensation Plan for Directors; |
| | • | | Registration StatementNo. 333-164987, originally filed with the SEC on February 19, 2010, registering 40,000,000 shares of Common Stock under the E. I. du Pont de Nemours and Company Equity and Incentive Plan; |
| | • | | Registration StatementNo. 333-150605, originally filed with the SEC on May 2, 2008, registering 100,000 shares of Common Stock under the E. I. du Pont de Nemours and Company Management Deferred Compensation Plan; |
| | • | | Registration StatementNo. 333-147452, originally filed with the SEC on November 16, 2007, registering 1,500,000 shares of Common Stock under the PioneerHi-Bred International, Inc. Savings Plan; |
| | • | | Registration StatementNo. 333-145038, originally filed with the SEC on August 1, 2007, registering 20,000,000 shares of Common Stock under the E. I. du Pont de Nemours and Company Equity and Incentive Plan; |
| | • | | Registration Statement333-144083, originally filed with the SEC on June 27, 2007, registering 50,000 shares of Common Stock under the DuPont 401(k) and Profit Sharing Plan; |
| | • | | Registration StatementNo. 333-129496, originally filed with the SEC on November 4, 2005, registering 10,000,000 shares of Common Stock under the Savings & Investment Plan of E. I. du Pont de Nemours and Company, as amended January 23, 2007 to include the DuPont Retirement Savings Plan, the Retirement Savings Restoration Plan and the DuPont Salary Deferral & Savings Restoration Plan; |
| | • | | Registration StatementNo. 333-129494, originally filed with the SEC on November 4, 2005, registering 300,000 shares of Common Stock under the Thrift and Savings Plan for Employees of Sentinel Transportation, L.L.C.; |
| | • | | Registration StatementNo. 333-114330, originally filed with the SEC on April 8, 2004, registering 48,000,000 shares of Common Stock under the Savings & Investment Plan of E. I. du Pont de Nemours and Company; |
| | • | | Registration StatementNo. 333-114329, originally filed with the SEC on April 8, 2004, registering 75,000 shares of Common Stock under The Invironmentalists, Inc. 401(k) Plan; |
| | • | | Registration StatementNo. 333-106585, originally filed with the SEC on June 27, 2003, registering 13,946,600 shares of Common Stock under the 2002 Bicentennial Corporate Sharing Plan; |
| | • | | Registration StatementNo. 333-106527, originally filed with the SEC on June 26, 2003, registering 1,744,000 shares of Common Stock under the June 2003 Grant of DuPont Stock Options to DuPont Canada Inc. Option Holders; |
| | • | | Registration StatementNo. 333-105228, originally filed with the SEC on May 14, 2003, registering 10,000 shares of Common Stock under the DuPont Powder Coatings USA, Inc. Profit Sharing Plan; |
| | • | | Registration StatementNo. 333-105224, originally filed with the SEC on May 14, 2003, registering 20,000 shares of Common Stock under the DuPont 401(k) and Profit Sharing Plan for DuPont Holographics, Inc., Polar Vision, Inc. and DuPont Displays, Inc.; |
| | • | | Registration StatementNo. 333-44358, originally filed with the SEC on August 23, 2000, registering 200,000 shares of Common Stock under the Thrift Plan for Employees of Sentinel Transportation Company; |
| | • | | Registration StatementNo. 333-44360, originally filed with the SEC on August 23, 2000, registering 27,000 shares of Common Stock under the Optimum Quality Grains, L.L.C. Retirement and Savings Plan; |
| | • | | Registration StatementNo. 333-44362, originally filed with the SEC on August 23, 2000, registering 30,000 shares of Common Stock under the DuPont Residential Flooring Systems, Inc. 401(k) Plan and the DuPont Commercial Flooring Systems, Inc. 401(k) Plan; |
| | • | | Registration StatementNo. 333-34004, originally filed with the SEC on April 4, 2000, registering 25,000 shares of Common Stock under the Protein Technologies International, Inc. Savings and Investment Plan; |
| | • | | Post-Effective Amendment No. 1 on FormS-8 to Registration StatementNo. 333-85599 on FormS-4 originally filed with the SEC on October 12, 1999, registering 3,000,000 shares of Common Stock under the Stock Option Plan; |
| | • | | Registration StatementNo. 333-82573, originally filed with the SEC on July 9, 1999, registering 15,000 shares of Common Stock under the Qualicon Retirement and Savings Plan; |
| | • | | Registration StatementNo. 333-32185, originally filed with the SEC on July 28, 1997, registering 19,000,000 shares of Common Stock under the 1997 Corporate Sharing Plan of E. I. du Pont de Nemours and Company; |
| | • | | Registration StatementNo. 033-61703, originally filed with the SEC on August 10, 1995, registering 11,000,000 shares of common stock, par value $0.60 per share, of the Company (“$0.60 Common Stock”) under the Savings and Investment Plan and the Salary Deferral and Savings Restoration Plan of E. I. du Pont de Nemours and Company; |
| | • | | Registration StatementNo. 033-60037, originally filed with the SEC on June 7, 1995, registering 10,100,000 shares of $0.60 Common Stock under the 1995 Corporate Sharing Plan of E. I. du Pont de Nemours and Company; |
| | • | | Registration StatementNo. 033-51821, originally filed with the SEC on January 6, 1994, registering 9,000,000 shares of $0.60 Common Stock under the Thrift Plan for Employees of Conoco Inc. and the Investment Plan for Salaried Employees of Consol Inc.; and |
| | • | | Registration StatementNo. 033-51817, originally filed with the SEC on January 6, 1994, registering 15,000,000 shares of $0.60 Common Stock under the Stock Performance Plan. |
On August 31, 2017, pursuant to the Agreement and Plan of Merger dated as of December 11, 2015, as amended on March 31, 2017, (the “Merger Agreement”) by and among The Dow Chemical Company (“Dow”), the Company, DowDuPont Inc. (f/k/a Diamond-Orion Holdco, Inc.) (“DowDuPont”), Diamond Merger Sub, Inc. (“Diamond Merger Sub”) and Orion Merger Sub, Inc. (“Orion Merger Sub”), (i) Diamond Merger Sub was merged with and into Dow, with Dow surviving the merger as a wholly owned subsidiary of DowDuPont (the “Diamond Merger”) and (ii) Orion Merger Sub was merged with and into the Company, with the Company surviving the merger as a subsidiary of DowDuPont (the “Orion Merger” and together with the Diamond Merger, the “Mergers”). Following the consummation of the Mergers, each of Dow and the Company became subsidiaries of DowDuPont.
At the effective time of the Mergers, pursuant to and on the terms and conditions set forth in the Merger Agreement, DowDuPont assumed (x) the sponsorship of the following plans under which the Company offered securities: (i) The DuPont Equity and Incentive Plan, (ii) The DuPont Stock Performance Plan, (iii) The DuPont Retirement Savings Plan, (iv) The DuPont Management Deferred Compensation Plan, (v) The DuPont Stock Accumulation and Deferred Compensation Plan for Directors and (vi) The DuPont Retirement Savings Restoration Plan (each, an “Assumed Plan” and collectively the “Assumed Plans”) and (y) all outstanding awards granted under the Assumed Plans, and each reference in each Assumed Plan and such awards to the Company became a reference to DowDuPont and each reference to the Common Stock became a reference to the common stock, par value $0.01 per share, of DowDuPont.
As a result of the completion of the Mergers, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statements. In accordance with an undertaking made by the Company in each of the Registration Statements 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 Company hereby removes and withdraws from registration all of such securities registered but unsold under the Registration Statements, if any. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
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 onForm S-8 and has duly caused these Post-Effective Amendments to the Registration Statements on FormS-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, Delaware on September 1, 2017.
| | | | |
| E. I. DU PONT DE NEMOURS AND COMPANY |
| |
| By: | | /s/ Jeanmarie F. Desmond |
| | Name: | | Jeanmarie F. Desmond |
| | Title: | | Vice President and Controller |
No other person is required to sign the Post-Effective Amendments to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933.
