As filed with the Securities and Exchange Commission on June 6, 2001
Registration No. 2-67983
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
W.W. GRAINGER, INC.
(Exact Name of Registrant as Specified in its Charter)
Illinois (State or Other Jurisdiction of Incorporation or Organization) | 36-1150280 (I.R.S. Employer Identification No.) |
100 Grainger Parkway Lake Forest, Illinois (Address of Principal Executive Offices) | 60045-5201 (Zip Code) |
1975 Non-Qualified Stock Option Plan
as Amended and Restated
of W.W. Grainger, Inc.
(Full Title of the Plan)
John L. Howard
General Counsel
W.W. Grainger, Inc.
100 Grainger Parkway
Lake Forest, Illinois 60045-5201
(Name and Address of Agent For Service)
(847) 535-1000
(Telephone Number, Including Area Code, of Agent For Service)
In accordance with Rule 429 under the Securities Act of 1933, as amended, this Registration Statement also serves as Post-Effective Amendment No. 10 to Registration Statement No. 2-54995.
POST-EFFECTIVE AMENDMENT
This post-effective amendment is being filed to terminate the W.W. Grainger, Inc. Registration Statements on Form S-8, Registration Nos. 2-67983 and 2-54995, originally filed with the Securities and Exchange Commission on June 3, 1980 and November 13, 1975, respectively, and to deregister securities thereunder. Issuances under these registration statements have ceased. Accordingly, the Registrant hereby deregisters all shares of common stock that remain unsold under the registration statements. As there are no securities being registered herein, the sole purpose being to deregister, the disclosure requirements under the Securities Act of 1933 and the requirements for exhibits under Regulation S-K Item 601 are inapplicable to this filing.
1
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Lake Forest, Illinois, as of the 4th day of June, 2001.
W.W. GRAINGER, INC.
By: /s/ P. O. Loux
P. O. Loux
Senior Vice President, Finance
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below as of the 4th day of June, 2001, by the following persons in the capacities indicated.
* *
- --------------------------------- --------------------------------
R. L. Keyser David W. Grainger
Chairman of the Board and Director
Chief Executive Officer
(Principal Executive Officer
and a Director)
* *
- --------------------------------- --------------------------------
P. O. Loux John W. McCarter, Jr.
Senior Vice President, Finance Director
and Chief Financial Officer
(Principal Financial Officer)
* *
- --------------------------------- --------------------------------
R. D. Pappano Neil S. Novich
Vice President, Financial Director
Reporting
(Principal Accounting Officer)
* *
- --------------------------------- --------------------------------
Brian P. Anderson James D. Slavik
Director Director
* *
- --------------------------------- --------------------------------
Harold B. Smith Fred L. Turner
Director Director
2
* *
- --------------------------------- --------------------------------
Wilbur H. Gantz Janiece S. Webb
Director Director
* By: /s/ John L. Howard
----------------------------
John L. Howard
Attorney-in-Fact
3
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
_________________ _________________________________________________________
24 Power of Attorney
4