UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4 REGISTRATION STATEMENT NO. 333-119974
UNDER
THE SECURITIES ACT OF 1933
REEBOK INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
Massachusetts |
| 04-2678061 |
(State or other jurisdiction |
|
|
of incorporation or organization) |
| (I.R.S. Employer |
Identification Number) |
|
|
1895 J.W. Foster Boulevard |
Canton, Massachusetts 02021 |
(781) 401-5000 |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
DAVID A. PACE |
Senior Vice President and General Counsel |
Reebok International Ltd. |
1895 J.W. Foster Boulevard |
Canton, MA 02021 |
(781) 401-5000 |
(Name, address, including zip code, and telephone number, including area code, of agent for service) |
|
Copies to: |
Keith F. Higgins, Esq. |
Ropes & Gray LLP |
One International Place |
Boston, Massachusetts 02110 |
(617) 951 — 7000 |
Approximate date of commencement of proposed sale to the public: Not Applicable.
If the only 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, please check the following box. o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) 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. o
These post-effective amendments shall become effective in accordance with Section 8(c) of the Securities Act of 1933 on such date as the Securities and Exchange Commission, acting pursuant to Section 8(c), may determine.
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statement on Form S-4 of Reebok International Ltd. (the “Registrant”):
File No. 333-119974, registering for sale $350,000,000 aggregate principal amount of Series B 2% convertible debentures due May 1, 2024 and an indeterminate number of shares of common stock as may be issued upon conversion of the debentures, which was filed with the Securities and Exchange Commission on October 26, 2004.
The Registrant hereby deregisters any securities that remain unsold as of the date hereof pursuant to this Post-Effective Amendment No. 1 on Form S-4 to this Registration Statement.
2
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-4 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Canton, Commonwealth of Massachusetts.
|
|
|
|
|
| REEBOK INTERNATIONAL LTD. | |
|
|
|
|
|
| By: | /s/ Kenneth I. Watchmaker |
|
|
|
|
|
|
| Kenneth I. Watchmaker |
|
|
|
|
|
|
| President and Chief Financial Officer |
|
|
|
|
|
|
| (Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
|
Dated: March 3, 2006
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the registration statement on Form S-4 has been signed below by the following persons in the capacities and on the date indicated below.
SIGNATURES
| /s/ Kenneth I. Watchmaker |
| |
Paul Harrington |
| Kenneth I. Watchmaker, Executive Vice |
|
President and Chief Executive Officer |
| President and Chief Financial Officer |
|
(Principal Executive Officer) |
| (Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Frank A. Dassler |
| /s/ Natalie Knight |
|
Frank A. Dassler, Director |
| Natalie Knight, Director |
|
|
|
|
|
3