As filed with the Securities and Exchange Commission on April 16, 2013
Registration No. 333-53927
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
SAUER-DANFOSS INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 36-3482074 |
(State or other jurisdiction of incorporation |
| (I.R.S. Employer Identification No.) |
or organization) |
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2800 E. 13th Street
Ames, Iowa 50010
(Address of Principal Executive Offices) (Zip Code)
SAUER-DANFOSS INC. 1998 LONG-TERM INCENTIVE PLAN
SAUER-DANFOSS INC. NON-EMPLOYEE DIRECTOR STOCK OPTION
AND RESTRICTED STOCK PLAN
(Full title of the plans)
Kenneth D. McCuskey
Vice President, Chief Accounting Officer, and Secretary
2800 E. 13th Street
Ames, Iowa 50010
(Name and address of agent for service)
(515) 239-6000
(Telephone number, including area code, of agent for service)
WITH COPY TO:
Peter Mirakian III, Esq.
Spencer Fane Britt & Browne LLP
1000 Walnut Street, Suite 1400
Kansas City, Missouri 64106
(816) 474-8100
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. (Check one):
Large accelerated filer | o | Accelerated filer | x |
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o |
EXPLANATORY NOTE
This Post-Effective Amendment on Form S-8 filed by Sauer-Danfoss Inc., a Delaware corporation (the “Company”), relates to a Registration Statement on Form S-8, File No. 333-53927, filed with the Securities and Exchange Commission on May 29, 1998 (the “Form S-8”), which covered 250,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) to be offered or sold pursuant to the Sauer-Danfoss Inc. Non-Employee Director Stock Option and Restricted Stock Plan (f/k/a the Sauer Inc. Non-Employee Director Stock Option and Restricted Stock Plan), as amended, and 2,400,000 shares of Common Stock to be offered or sold pursuant to the Sauer-Danfoss Inc. 1998 Long-Term Incentive Plan (f/k/a the Sauer Inc. 1998 Long-Term Incentive Plan), as amended.
On March 1, 2013, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Danfoss A/S, a Danish corporation (“Parent”), and Danfoss Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), providing for, among other things, the merger of Merger Sub with and into the Company (the “Merger”) with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. The Merger became effective on April 12, 2013.
As a result of the Merger, the Company has terminated all offerings of its shares of common stock pursuant to its registration statements under the Securities Act of 1933, as amended (the “Securities Act”), including the Form S-8. In accordance with an undertaking made by the Company in the Form S-8 to remove from registration all shares registered thereunder that remain unsold at the termination of the offering, the Company hereby removes from registration all shares of Common Stock registered under the Form S-8 that remain unsold as of the date hereof and terminates the effectiveness of the Form S-8.
SIGNATURES
Pursuant to the requirements of the Securities Act, Sauer-Danfoss Inc. 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 this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ames, Iowa, on April 16, 2013.
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| By: | /s/ Kenneth D. McCuskey |
| Name: | Kenneth D. McCuskey |
| Title: | Vice President, Chief Accounting Officer and |
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| Secretary |
Note: No other person is required to sign this Post-Effective Amendment in reliance on Rule 478 of the Securities Act.
