As filed with the Securities and Exchange Commission on August 24, 2018
RegistrationNo. 333-222472
RegistrationNo. 333-201419
RegistrationNo. 333-178159
RegistrationNo. 333-171649
RegistrationNo. 333-164366
RegistrationNo. 333-139236
RegistrationNo. 333-102718
RegistrationNo. 333-93093
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-222472
Post-Effective Amendment No. 1 to FormS-8 Registration Statement No. 333-201419
Post-Effective Amendment No. 1 to FormS-8 Registration Statement No. 333-178159
Post-Effective Amendment No. 1 to FormS-8 Registration Statement No. 333-171649
Post-Effective Amendment No. 1 to FormS-8 Registration Statement No. 333-164366
Post-Effective Amendment No. 1 to FormS-8 Registration Statement No. 333-139236
Post-Effective Amendment No. 1 to FormS-8 Registration Statement No. 333-102718
Post-Effective Amendment No. 1 to FormS-8 Registration Statement No. 333-93093
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
A. SCHULMAN, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 34-0514850 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
3637 Ridgewood Road
Fairlawn, Ohio 44333
(Address, Including Zip Code, of Principal Executive Offices)
A. Schulman, Inc. 2017 Equity Incentive Plan
A. Schulman, Inc. 2014 Equity Incentive Plan
A. Schulman, Inc. Executives and Directors Stock Ownership Guidelines Compliance Program
A. Schulman, Inc. 2010 Value Creation Rewards Plan
A. Schulman, Inc. 2009 Employee Stock Purchase Plan
A. Schulman, Inc. 2006 Incentive Plan
A. Schulman, Inc. 2002 Equity Incentive Plan
1981 Incentive Stock Option Plan of A. Schulman, Inc.
A. Schulman, Inc. 1991 Stock Incentive Plan
A. Schulman, Inc. 1992Non-Employee Directors’ Stock Option Plan
(Full Titles of the Plans)
Jeffrey A. Kaplan
Executive Vice President
A. Schulman, Inc.
3637 Ridgewood Road
Fairlawn, Ohio 44333
(Name and Address of Agent for Service)
(330)666-3751
(Telephone Number, Including Area Code, of Agent for Service)
With copies to:
George A. Casey, Esq.
Heiko Schiwek, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022-6069
Tel:(212) 848-4000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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 | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the “Amendment”) relates to the following Registration Statements on FormS-8 (collectively, the “Registration Statements”) (note that the share numbers listed below do not take into account corporate actions, such as stock splits, taken in the interim):
Registration Statement333-222472 registering 1,825,000 shares of common stock, par value $1.00 per share (the “Common Stock”), of A. Schulman, Inc. (“Schulman”) for the A. Schulman, Inc. 2017 Equity Incentive Plan.
Registration Statement333-201419 registering 2,000,000 shares of Common Stock for the A. Schulman, Inc. 2014 Equity Incentive Plan.
Registration Statement333-178159 registering 500,000 shares of Common Stock for the A. Schulman, Inc. Executives and Directors Stock Ownership Guidelines Compliance Program.
Registration Statement333-171649 registering 1,375,000 shares of Common Stock for the A. Schulman, Inc. 2010 Value Creation Rewards Plan.
Registration Statement333-164366 registering 250,000 shares of Common Stock for the A. Schulman, Inc. 2009 Employee Stock Purchase Plan.
Registration Statement333-139236 registering 4,572,851 shares of Common Stock for the A. Schulman, Inc. 2006 Incentive Plan.
Registration Statement333-102718 registering 4,500,000 shares of Common Stock for the A. Schulman, Inc. 2002 Equity Incentive Plan.
Registration Statement333-93093 registering 2,000,000 shares of Common Stock for the 1981 Incentive Stock Option Plan of A. Schulman, Inc., the A. Schulman, Inc. 1991 Stock Incentive Plan and the A. Schulman, Inc. 1992Non-Employee Directors’ Stock Option Plan.
On August 21, 2018, LyondellBasell Industries N.V. (“LYB”) completed its acquisition of A. Schulman, Inc. (“Schulman”). Pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of February 15, 2018 (the “Merger Agreement”), by and among LYB, LYB Americas Holdco Inc., a wholly owned subsidiary of LYB (“Merger Sub”) and Schulman, Merger Sub merged with and into Schulman, with Schulman continuing as the surviving corporation (the “Merger”). As a result of the Merger, Schulman became a wholly owned subsidiary of LYB.
At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $1.00 per share, of Schulman (“Schulman Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of Schulman Common Stock held (a) in the treasury of Schulman or by Schulman or any wholly owned subsidiary of Schulman, (b) by LYB, Merger Sub or any wholly owned subsidiary of LYB or (c) by any stockholder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the Delaware General Corporation Law), was canceled and automatically converted into the right to receive (i) $42.00 in cash, and (ii) one contractual contingent value rights, in each case, without interest and subject to any applicable withholding taxes.
As a result of the Merger, Schulman has terminated any offering of Schulman’s securities pursuant to the Registration Statements. In accordance with an undertaking made by Schulman in Part II of each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, Schulman hereby removes from registration all of such securities of Schulman registered but unsold under the Registration Statements, if any.
SIGNATURES
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 FormS-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 24, 2018.
| A. SCHULMAN, INC. | ||
| By: | /s/ Jeffrey A. Kaplan | |
| Name: | Jeffrey A. Kaplan | |
| Title: | Executive Vice President | |
No other person is required to sign this Amendment to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.
