As filed with the Securities and Exchange Commission on March 11, 2015
Registration No. 333-182753
Registration No. 333-133160
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PENFORD CORPORATION
(Exact name of registrant as specified in its charter)
| | |
| Washington | | 91-1221360 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
7094 South Revere Parkway
Centennial, Colorado 80112-3932
(Address of principal executive offices, including zip code)
PENFORD CORPORATION 2006 LONG-TERM INCENTIVE PLAN, AS AMENDED
INDIVIDUAL STOCK OPTION AGREEMENTS WITH
R. BENTLEY CHEATHAM, DWIGHT CARLSON AND STEVEN P. BROWER
(Full title of the plan)
Christine M. Castellano, Secretary
Penford Corporation
7094 South Revere Parkway
Centennial, Colorado 80112-3932
(303) 649-1900
(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, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| | | | | | |
| Large accelerated filer | | ¨ | | Accelerated filer | | x |
| | | |
| Non-accelerated filer | | ¨ (Do not check if a smaller reporting company) | | Smaller reporting company | | ¨ |
DEREGISTRATION OF SECURITIES
Penford Corporation (the “Company”) is filing this Post-Effective Amendment No. 1 to deregister certain securities originally registered by the Company pursuant to the following (collectively referred to herein as the “Registration Statements”):
| | • | | Registration Statement on Form S-8 (File No. 333-133160), filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2006 with respect to 922,976 shares of the Company’s common stock, par value of $1.00 per share (“Company Common Stock”), registered for issuance under the Company’s 2006 Long-Term Incentive Plan, as amended (the “Plan”), including 122,976 shares of Company Common Stock previously registered for issuance under the Company’s 1994 Stock Option Plan. |
| | • | | Registration Statement on Form S-8 (File No. 333-182753), filed with the SEC on July 19, 2012 with respect to 800,00 shares of the Company’s Common Stock, registered for issuance under the Plan, as well as 82,500 shares of Company Common Stock, registered for issuance under individual stock option agreements with R. Bentley Cheatham, Dwight Carlson and Steven P. Brower. |
Effective as of March 11, 2015, as contemplated by the Agreement and Plan of Merger, dated October 14, 2014, by and among the Company, Ingredion Incorporated (“Ingredion”) and Prospect Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Ingredion (the “Merger Agreement”), Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Ingredion (such transaction, the “Merger”).
As part of the Merger, the Company has terminated all offerings of Company Common Stock pursuant to existing registration statements, including the Registration Statements. 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 shares of Company Common Stock that remain unsold at the termination of the offering, the Company hereby removes from registration, by means of this Post-Effective Amendment No. 1 to the Registration Statements, all shares of Company Common Stock registered under the Registration Statements that remain unsold as of the effectiveness of the Merger.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Penford Corporation has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westchester, State of Illinois, on March 11, 2015.
| | |
| PENFORD CORPORATION |
| |
| By: | | /s/ Jack C. Fortnum |
| | Jack C. Fortnum |
| | Treasurer |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.
