As filed with the Securities and Exchange Commission on April 16, 2013
Registration No. 333-93745
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 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 EMPLOYEES’ SAVINGS PLAN
(Full title of the plan)
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 |
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| Accelerated filer |
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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. 333-93745, filed with the Securities and Exchange Commission on December 29, 1999 (the “Form S-8”), which covered 1,000,000 shares of the Company’s common stock and an indeterminate amount of interests to be offered or sold pursuant to the Sauer-Danfoss Employees’ Savings Plan (f/k/a the Sauer-Sundstrand Employees’ Savings and Retirement Plan) (the “Savings Plan”) and the Sauer-Danfoss LaSalle Factory Employee Savings Plan (f/k/a the Sauer-Sundstrand LaSalle Factory Employee Savings Plan) (the “LaSalle Plan”). On June 22, 2012, the Company filed Post-Effective Amendment No. 1 to the Registration Statement to deregister all shares of Company common stock previously registered on the Form S-8 with respect to the LaSalle Plan that were unsold as of December 31, 2011.
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 active 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 Company common stock and all interests in the Savings Plan 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 Secretary |
Pursuant to the requirements of the Securities Act, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ames, Iowa, on this 16 day of April, 2013.
| SAUER-DANFOSS EMPLOYEES’ SAVINGS PLAN | |
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| By: | Sauer-Danfoss (US) Company, |
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| Plan Administrator |
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| By: | /s/ Kenneth D. McCuskey |
| Name: | Kenneth D. McCuskey |
| Title: | Vice President |
Note: No other person is required to sign this Post-Effective Amendment in reliance on Rule 478 of the Securities Act.
