As filed with the Securities and Exchange Commission on January 7, 2019
RegistrationNo. 33-75252
RegistrationNo. 33-75254
RegistrationNo. 33-92656
RegistrationNo. 333-01978
RegistrationNo. 333-34837
RegistrationNo. 333-34839
RegistrationNo. 333-81521
RegistrationNo. 333-81523
RegistrationNo. 333-89405
RegistrationNo. 333-64410
RegistrationNo. 333-64412
RegistrationNo. 333-100294
RegistrationNo. 333-100295
RegistrationNo. 333-116550
RegistrationNo. 333-116551
RegistrationNo. 333-125839
RegistrationNo. 333-125840
RegistrationNo. 333-129838
RegistrationNo. 333-146202
RegistrationNo. 333-157467
RegistrationNo. 333-196079
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-effective Amendment No. 1 to FormS-8 RegistrationNo. 33-75252
Post-effective Amendment No. 1 to FormS-8 RegistrationNo. 33-75254
Post-effective Amendment No. 1 to FormS-8 RegistrationNo. 33-92656
Post-effective Amendment No. 1 to FormS-8 RegistrationNo. 333-01978
Post-effective Amendment No. 1 to FormS-8 RegistrationNo. 333-34837
Post-effective Amendment No. 1 to FormS-8 RegistrationNo. 333-34839
Post-effective Amendment No. 1 to FormS-8 RegistrationNo. 333-81521
Post-effective Amendment No. 1 to FormS-8 RegistrationNo. 333-81523
Post-effective Amendment No. 1 to FormS-8 RegistrationNo. 333-89405
Post-effective Amendment No. 1 to FormS-8 RegistrationNo. 333-64410
Post-effective Amendment No. 1 to FormS-8 RegistrationNo. 333-64412
Post-effective Amendment No. 1 to FormS-8 RegistrationNo. 333-100294
Post-effective Amendment No. 1 to FormS-8 RegistrationNo. 333-100295
Post-effective Amendment No. 1 to FormS-8 RegistrationNo. 333-116550
Post-effective Amendment No. 1 to FormS-8 RegistrationNo. 333-116551
Post-effective Amendment No. 1 to FormS-8 RegistrationNo. 333-125839
Post-effective Amendment No. 1 to FormS-8 RegistrationNo. 333-125840
Post-effective Amendment No. 1 to FormS-8 RegistrationNo. 333-129838
Post-effective Amendment No. 1 to FormS-8 RegistrationNo. 333-146202
Post-effective Amendment No. 1 to FormS-8 RegistrationNo. 333-157467
Post-effective Amendment No. 1 to FormS-8 RegistrationNo. 333-196079
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Black Box Corporation
(Exact name of registrant as specified in its charter)
Delaware | 95-3086563 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1000 Park Drive
Lawrence, Pennsylvania 15055
(724)746-5500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Black Box Corporation 1992 Stock Option Plan
Black Box Corporation 1992 Director Stock Option Plan
Black Box Corporation 1999 Stock Option Plan
Black Box Corporation 2008 Long-Term Incentive Plan
(Full Titles of the Plans)
Ronald Basso
Executive Vice President, General Counsel & Secretary
Black Box Corporation
1000 Park Drive
Lawrence, Pennsylvania 15055
(724)746-5500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Justin Howard
Alston & Bird LLP
One Atlantic Center
1201 W. Peachtree St.
Atlanta, GA 30309
Phone: (404)881-7000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☒ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Explanatory Note
DEREGISTRATION OF SECURITIES
These post-effective amendments relate to the following Registration Statements of Black Box Corporation (“Black Box”) onForm S-8 (collectively, the “Registration Statements”):
• | Registration Statement on FormS-8 (FileNo. 33-75252), registering 25,000 shares of common stock, $0.001 par value (“Common Stock”) under the MB Communications, Inc. 1992 Director Stock Option Plan, filed with the Securities and Exchange Commission (the “SEC”) on February 14, 1994; |
• | Registration Statement on FormS-8 (FileNo. 33-75254), registering 1,000,000 shares of Common Stock under the MB Communications, Inc. 1992 Stock Option Plan, filed with the SEC on February 14, 1994; |
• | Registration Statement on FormS-8 (FileNo. 33-92656), registering 600,000 shares of Common Stock under the Black Box Corporation 1992 Stock Option Plan, filed with the SEC on May 26, 1995; |
• | Registration Statement on FormS-8 (File No. 333-01978), registering 600,000 shares of Common Stock under the Black Box Corporation 1992 Stock Option Plan, filed with the SEC on March 5, 1996; |
• | Registration Statement on FormS-8 (FileNo. 333-34837), registering 50,000 shares of Common Stock under the Black Box Corporation 1992 Director Stock Option Plan, filed with the SEC on September 2, 1997; |
• | Registration Statement on FormS-8 (File No. 333-34839), registering 1,000,000 shares of Common Stock under the Black Box Corporation 1992 Stock Option Plan, filed with the SEC on September 2, 1997; |
• | Registration Statement on FormS-8 (File No. 333-81521), registering 700,000 shares of Common Stock under the Black Box Corporation 1992 Stock Option Plan, filed with the SEC on June 25, 1999; |
• | Registration Statement on FormS-8 (FileNo. 333-81523), registering 25,000 shares of Common Stock under the Black Box Corporation 1992 Director Stock Option Plan, filed with the SEC on June 25, 1999; |
• | Registration Statement on FormS-8 (FileNo. 333-89405), registering 2,200 shares of Common Stock under the Black Box Corporation 1999 Employee Stock Plan, filed with the SEC on October 20, 1999; |
• | Registration Statement on FormS-8 (File No. 333-64410), registering 1,550,000 shares of Common Stock under the Black Box Corporation 1992 Stock Option Plan, filed with the SEC on July 2, 2001; |
• | Registration Statement on FormS-8 (File No. 333-64412), registering 50,000 shares of Common Stock under the Black Box Corporation 1992 Director Stock Option Plan, filed with the SEC on July 2, 2001; |
• | Registration Statement on FormS-8 (File No. 333-100294), registering 1,400,000 shares of Common Stock under the Black Box Corporation 1992 Stock Option Plan, filed with the SEC on October 3, 2002; |
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• | Registration Statement on FormS-8 (File No. 333-100295), registering 40,000 shares of Common Stock under the Black Box Corporation 1992 Director Stock Option Plan, filed with the SEC on October 3, 2002; |
• | Registration Statement on FormS-8 (File No. 333-116550), registering 600,000 shares of Common Stock under the Black Box Corporation 1992 Stock Option Plan, filed with the SEC on June 16, 2004; |
• | Registration Statement on FormS-8 (File No. 333-116551), registering 20,000 shares of Common Stock under the Black Box Corporation 1992 Director Stock Option Plan, filed with the SEC on June 16, 2004; |
• | Registration Statement on FormS-8 (File No. 333-125839), registering 40,000 shares of Common Stock under the Black Box Corporation Director 1992 Stock Option Plan, filed with the SEC on June 15, 2005; |
• | Registration Statement on FormS-8 (File No. 333-125840), registering 1,150,000 shares of Common Stock under the Black Box Corporation 1992 Stock Option Plan, filed with the SEC on June 15, 2005; |
• | Registration Statement on FormS-8 (File No. 333-129838), registering 600,000 shares of Common Stock under the Black Box Corporation 1992 Stock Option Plan, filed with the SEC on November 18, 2005; |
• | Registration Statement on FormS-8 (File No. 333-146202), registering 20,000 shares of Common Stock under the Black Box Corporation 1992 Director Stock Option Plan, filed with the SEC on September 20, 2007; |
• | Registration Statement on FormS-8 (File No. 333-157467), registering 2,700,000 shares of Common Stock under the Black Box Corporation 2008 Long-Term Incentive Plan, filed with the SEC on February 23, 2009; and |
• | Registration Statement on FormS-8 (File No. 333-196079), registering 1,000,000 shares of Common Stock under the Black Box Corporation 2008 Long-Term Incentive Plan, filed with the SEC on May 19, 2014. |
On January 7, 2019, pursuant to the Agreement and Plan of Merger, dated as of November 11, 2018 (as amended, the “Merger Agreement”), by and among AGC Networks Pte Ltd., a company organized under the laws of Singapore (“Top Parent”), BBX Main Inc., a Delaware corporation and a wholly owned subsidiary of Top Parent (“Parent”), BBX Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“BBX Intermediate”), Host Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of BBX Intermediate (“Purchaser”), and Black Box Corporation, a Delaware Corporation (“Black Box”), Purchaser merged with and into Black Box, with Black Box surviving as a wholly owned subsidiary of BBX Intermediate (the “Merger”). In connection with the Merger and other transactions contemplated by the Merger Agreement, Black Box has terminated any and all offerings of securities pursuant to the Registration Statements. Accordingly, Black Box hereby terminates the effectiveness of each Registration Statement and removes from registration any and all securities of Black Box registered but unsold under the Registration Statements as of the date hereof, if any.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, Black Box certifies that it has reasonable grounds to believe that it meets all of the requirements for filing Post-Effective Amendment No. 1 to FormS-8 and has duly caused this Post-Effective Amendment No. 1 to FormS-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lawrence, State of Pennsylvania, on January 7, 2019.
BLACK BOX CORPORATION | ||
By: | /s/ David J. Russo | |
David J. Russo | ||
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to FormS-8 has been signed by the following persons in the capacities below on the date indicated.
Signature | Title | Date | ||
/s/ Sanjeev Verma | President (Principal Executive Officer) | January 7, 2019 | ||
Sanjeev Verma | ||||
/s/ Michael Carney | Executive Vice President and Assistant Secretary Director | January 7, 2019 | ||
Michael Carney | ||||
/s/ Deepak Bansal | Executive Vice President and Assistant Treasurer Director | January 7, 2019 | ||
Deepak Bansal |
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