UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-210018
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-183103
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-173214
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-149558
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-121570
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-71024
UNDER THE SECURITIES ACT OF 1933
JOY GLOBAL INC.
(Exact name of registrant as specified in its charter)
| Delaware | 39-1566457 | |
(State or other jurisdiction of incorporation or organization)
| (I.R.S. Employer Identification No.)
|
100 E. Wisconsin Avenue, Suite 2780
Milwaukee, WI 53202
(Address of Principal Executive Offices) (Zip Code)
(414) 319-8500
(Registrant’s telephone number, including area code)
JOY GLOBAL INC. 2016 OMNIBUS INCENTIVE COMPENSATION PLAN
JOY GLOBAL INC. INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
JOY GLOBAL INC. EMPLOYEE STOCK PURCHASE PLAN
JOY GLOBAL INC. 2007 STOCK INCENTIVE PLAN
JOY GLOBAL INC. 2003 STOCK INCENTIVE PLAN
JOY GLOBAL INC. 2001 STOCK INCENTIVE PLAN
(Full title of the plans)
Ed Bathelt, Esq.
Komatsu America Corp.
1701 Golf Road
Rolling Meadows, IL 60008
(847) 437-5353
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Susan T. Morita, Esq.
Arnold & Porter Kaye Scholer LLP
601 Massachusetts Ave., NW
Washington, DC 20001
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments (these “Post-Effective Amendments”) are being filed by Joy Global Inc. (the “Registrant”) to deregister all shares of the Registrant’s common stock, $1.00 par value per share (the “Shares”), remaining unissued under the following Registration Statements on Form S-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”):
| • | Registration Statement on Form S-8 (No. 333-210018), pertaining to the registration of 6,325,000 Shares, issuable under the Joy Global Inc. 2016 Omnibus Incentive Compensation Plan, which was filed with the Commission on March 8, 2016. |
| • | Registration Statement on Form S-8 (No. 333-183103), pertaining to the registration of 1,000,000 Shares, issuable under the Joy Global Inc. International Employee Stock Purchase Plan, which was filed with the Commission on August 6, 2012. |
| • | Registration Statement on Form S-8 (No. 333-173214), pertaining to the registration of 1,000,000 Shares, issuable under the Joy Global Inc. Employee Stock Purchase Plan, which was filed with the Commission on March 31, 2011. |
| • | Registration Statement on Form S-8 (No. 333-149558), pertaining to the registration of 10,000,000 Shares, issuable under the Joy Global Inc. 2007 Stock Incentive Plan, which was filed with the Commission on March 5, 2008. |
| • | Registration Statement on Form S-8 (No. 333-121570), pertaining to the registration of 3,500,000 Shares, issuable under the Joy Global Inc. 2003 Stock Incentive Plan, which was filed with the Commission on December 22, 2004. |
| • | Registration Statement on Form S-8 (No. 333-71024), pertaining to the registration of 5,556,000 Shares, issuable under the Joy Global Inc. 2001 Stock Incentive Plan, which was filed with the Commission on October 5, 2001. |
Pursuant to the Agreement and Plan of Merger, dated as of July 21, 2016 (the “Merger Agreement”), by and among the Registrant, Komatsu America Corp., a Georgia corporation (“Komatsu”), Pine Solutions Inc., a Delaware corporation and wholly owned subsidiary of Komatsu (“Merger Sub”), and (solely for the purposes specified in the Merger Agreement) Komatsu Ltd., a Japanese joint stock company, Komatsu acquired the Registrant pursuant to a merger of Merger Sub with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as a wholly owned subsidiary of Komatsu. The Merger became effective on April 5, 2017.
In connection with the completion of the Merger, the offerings pursuant to the Registration Statements have been terminated. In accordance with undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all Shares registered under the Registration Statements but not sold under the Registration Statements.
SIGNATURE
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 these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on April 5, 2017.
JOY GLOBAL INC.
| |||
| By: | /s/ Edmund Bathelt | ||
| Name: | Edmund Bathelt | ||
| Title: | Executive Vice President and General Counsel and Secretary | ||
Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments to the Registration Statements have been below signed by the following persons in the capacities on April 5, 2017.
SIGNATURE | TITLE | |||
/s/ Jeffrey Dawes | President and Chief Executive Officer and Director | |||
| Jeffrey Dawes | (principal executive officer) | |||
/s/ Terumi Sasaki | Executive Vice President and Chief Financial Officer and Director | |||
| Terumi Sasaki | (principal financial and accounting officer) | |||
/s/ Masayuki Moriyama | ||||
| Masayuki Moriyama | Director | |||
/s/ Gary Kasbeer | ||||
| Gary Kasbeer | Director | |||
/s/ Korekiyo Yanagisawa | ||||
| Korekiyo Yanagisawa | Director | |||
/s/ Yasuji Nishiura | ||||
| Yasuji Nishiura | Director | |||
EXHIBIT INDEX
| Exhibit No. | Exhibit |
| 24.1 | Power of Attorney |
