As filed with the Securities and Exchange Commission on March 9, 2011
Registration Statement No. 333-79315
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
DEL MONTE FOODS COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 13-3542950 (I.R.S. Employer Identification No.) |
One Maritime Plaza, San Francisco, California 94111
(Address of Principal Executive Offices) (Zip Code)
Del Monte Foods Company
Non-Employee Director and Independent Contractor
1997 Stock Incentive Plan
Del Monte Foods Company
Directors’ Fee Plan
Del Monte Foods Company
1998 Stock Incentive Plan
(Full Titles of the Plans)
James Potter, Esq.
Senior Vice President, General Counsel and Secretary
One Maritime Plaza
San Francisco, California 94111
(Name and Address of Agent For Service)
(415) 247-3000
(Telephone Number, Including Area Code, Of Agent For Service)
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.
Large accelerated filerþ | Accelerated filer¨ | |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company¨ |
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 is an amendment to the Registration Statement on Form S-8 (Reg. No. 333-79315) (the “Registration Statement”) of Del Monte Foods Company (the “Company”). Effective as of March 8, 2011 (the “Effective Time”), pursuant to the Agreement and Plan of Merger, dated as of November 24, 2010, among the Company, Blue Acquisition Group, Inc. and Blue Merger Sub Inc. (“Merger Sub”), Merger Sub merged with and into the Company with the Company being the surviving corporation (the “Merger”) and all issued and outstanding shares of common stock of the Company, other than certain excluded shares, converted into the right to receive cash. As a result of the Merger, the offerings under the Registration Statement have been terminated. In accordance with the undertakings made by the Company to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement which remain unsold at the termination of the offerings, the Company hereby removes from registration all securities registered under the Registration Statement which remained unsold as of the Effective Time.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and Rule 478 thereunder, 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 this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California on this 9th day of March, 2011.
DEL MONTE FOODS COMPANY | ||||
By: | /s/ James Potter | |||
James Potter | ||||
Secretary |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933.