As filed with the Securities and Exchange Commission on November 1, 2019
Registration No. 333-207811
Registration No. 333-157529
Registration No. 333-140419
Registration No. 333-68868
Registration No. 333-93105
Registration No. 333-69863
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-207811
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-157529
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-140419
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-68868
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-93105
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-69863
UNDER
THE SECURITIES ACT OF 1933
US ECOLOGY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 101 S. Capitol Blvd., Suite 1000
Boise, Idaho 83702 | | 95-3889638 |
(State or other jurisdiction of
incorporation or organization) | | (Address of principal executive offices,
including zip code) | | (I.R.S. Employer Identification No.) |
US ECOLOGY, INC. OMNIBUS INCENTIVE PLAN
AMERICAN ECOLOGY CORPORATION 2008 STOCK OPTION INCENTIVE PLAN
AMERICAN ECOLOGY CORPORATION 2005 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN 2006 RESTRICTED STOCK PLAN
AMERICAN ECOLOGY CORPORATION AMENDED AND RESTATED 1992 DIRECTOR’S STOCK OPTION PLAN
AMERICAN ECOLOGY CORPORATION AMENDED AND RESTATED 1992 EMPLOYEE STOCK OPTION PLAN
AMERICAN ECOLOGY CORPORATION AMENDED AND RESTATED 1992 OUTSIDE DIRECTOR STOCK OPTION PLAN
(Full title of the plans)
Jeffrey R. Feeler
President and Chief Executive Officer
US Ecology Holdings, Inc.
101 S. Capitol Blvd., Suite 1000
Boise, Idaho 83702
(Name and address of agent for service)
(208) 331-8400
(Telephone number, including area code, of agent for service)
Copies to:
Stephen M. Leitzell, Esq.
Michael Darby, Esq.
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, PA 19104
(215) 994-4000
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 | x | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | o |
| | Emerging growth company | o |
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. o
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements of US Ecology Holdings, Inc. (f/k/a US Ecology, Inc.), a Delaware corporation (the “Company”) on Form S-8, in each case as amended by any post-effective amendments thereto (collectively, the “Registration Statements”):
| · | | Registration No. 333-207811, registering 1,500,000 shares of the Company’s common stock, par value $0.01 (the “Company Common Stock”) under the US Ecology, Inc. Omnibus Incentive Plan. |
| · | | Registration No. 333-157529, registering 1,500,000 shares of the Company Common Stock under the American Ecology Corporation 2008 Stock Option Incentive Plan. |
| · | | Registration No. 333-140419 registering 200,000 shares of the Company Common Stock under the American Ecology Corporation 2006 Restricted Stock Plan, and 200,000 shares of Company Common Stock under the American Ecology Corporation 2005 Non-Employee Director Compensation Plan. |
| · | | Registration No. 333-68868, registering 350,000 shares of the Company Common Stock under the American Ecology Corporation Amended and Restated 1992 Director’s Stock Option Plan. |
| · | | Registration No. 333-93105 registering 500,000 shares of the Company Common Stock under the American Ecology Corporation Amended and Restated 1992 Employee Stock Option Plan. |
| · | | Registration No. 333-69863, registering 300,000 shares of the Company Common Stock under the American Ecology Corporation Amended and Restated 1992 Outside Director Stock Option Plan. |
On November 1, 2019, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 23, 2019, by and among the Company, NRC Group Holdings Corp. (“NRCG”), US Ecology Parent, Inc. (now known as US Ecology, Inc.) (“Holdco”), Rooster Merger Sub, Inc. (“Rooster Merger Sub”) and ECOL Merger Sub, Inc. (“ECOL Merger Sub”), ECOL Merger Sub merged with and into the Company, with the Company continuing as the surviving company, and Rooster Merger Sub merged with and into NRCG, with NRCG continuing as the surviving company (collectively, the “Mergers”). As a result of the Mergers, the Company and NRCG became wholly-owned subsidiaries of Holdco. Immediately following the completion of the Mergers, Holdco contributed 100% of the issued and outstanding equity of NRCG to the Company and NRCG became the direct wholly-owned subsidiary of the Company.
As a result of the Mergers, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the Company hereby terminates the effectiveness of each Registration Statement and, in accordance with an undertaking made by the Company in Part II of each Registration Statement to remove from registration, by means of post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Company registered but unsold under the Registrations Statements as of November 1, 2019.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 Boise, State of Idaho, on this 1st day of November, 2019.
| US ECOLOGY, INC. |
| | |
| By: | /s/ Jeffrey R. Feeler |
| | Jeffrey R. Feeler |
| | President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statements has been signed by the following persons in the capacities and on the dates indicated.
Signature | | Title | | Date |
| | | | |
/s/ Jeffrey R. Feeler | | President and Director (Principal Executive Officer) | | November 1, 2019 |
Jeffrey R. Feeler | | | | |
| | | | |
/s/ Eric L. Gerratt | | Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | | November 1, 2019 |
Eric L. Gerratt | | | |
| | | | |
/s/ Simon G. Bell | | Director | | November 1, 2019 |
Simon G. Bell | | | | |
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