As filed with the Securities and Exchange Commission on December 2, 2021
Registration Nos. 333-229158
333-258721
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4 REGISTRATION STATEMENT NO. 333-229158 AND
FORM S-4 REGISTRATION STATEMENT NO. 333-258721
UNDER
THE SECURITIES ACT OF 1933
Hawkeye Acquisition, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 42-0410230 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
c/o Gray Television, Inc.
4370 Peachtree Road, NE
Atlanta, Georgia 30319
(Address of principal executive offices including zip code)
James C. Ryan
Executive Vice President and Chief Financial Officer
Gray Television, Inc.
4370 Peachtree Road, NE
Atlanta, Georgia 30319
(Name and address of agent for service)
(404) 504-9828
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: This Post-Effective Amendment deregisters those securities that remain unsold hereunder as of the effective date hereof.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements on Form S-4 (the “Registration Statements”), including all post-effective amendments thereto, of Hawkeye Acquisition, Inc. (f/k/a Meredith Corporation) (the “Registrant” or the “Company”), and is being filed to deregister all securities of the Registrant that had been registered for issuance on the Registration Statements that remain unsold under such Registration Statements:
File No. | Date Filed with the SEC | Name of Security Registered | Amount of Security Registered (dollar value) | |||||
333-229158 | January 8, 2019 | 6.875% Senior Notes due 2026 and Guarantees of 6.875% Senior Notes due 2026 | $ | 1,272,940,000 | ||||
333-258721 | August 11, 2021 | 6.500% Senior Secured Notes due 2025 and Guarantees of 6.875% Senior Notes due 2026 | $ | 300,000,000 | ||||
On December 1, 2021, Gray Television, Inc. (“Gray”), through its direct wholly owned subsidiary, Gray Hawkeye Stations, Inc. (for such purpose, “Merger Sub”), completed an acquisition of Meredith Corporation (“Meredith”). Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) with Meredith, immediately after the consummation of Meredith’s spinoff of its national media group to the current Meredith shareholders, Merger Sub merged with and into Meredith, with Meredith surviving the merger as a wholly owned subsidiary of Gray.
Accordingly, in accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities of the Company that had been registered but remain unsold at the termination of the offering, the Company hereby removes from registration any and all such securities registered but unsold under the Registration Statements as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Post-Effective Amendment to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on December 2, 2021.
| Hawkeye Acquisition, Inc. (f/k/a Meredith Corporation) | ||
| /s/ James C. Ryan | ||
| Name: James C. Ryan | ||
| Title: Treasurer | ||
Note: No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933.
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