Registration No. 333-195759
Registration No. 333-183247
Registration No. 333-177866
Registration No. 333-105033
Registration No. 333-49912
Registration No. 333-30528
Registration No. 333-64661
Registration No. 033-62541
Registration No. 033-24415
Registration No. 002-95937
As filed with the Securities and Exchange Commission on November 18, 2015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-195759
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-183247
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-177866
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-105033
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-49912
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-30528
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-64661
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 033-62541
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 033-24415
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 002-95937
FORM S-8 POS
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SIGMA-ALDRICH CORPORATION
(Exact name of Registrant as specified in its charter)
| Delaware | 43-1050617 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
3050 Spruce Street
St. Louis, Missouri 63103
(314) 771-5765
(Address of Principal Executive Offices including Zip Code)
Sigma-Aldrich Corporation 2014 Long-Term Incentive Plan
Sigma-Aldrich 401(k) Retirement Savings Plan
Sigma-Aldrich Corporation 2005 Flexible Deferral Plan
2003 Long-Term Incentive Plan
Sigma-Aldrich Corporation Share Option Plan of 2000
Sigma-Aldrich 401(k) Retirement Savings Plan
Sigma-Aldrich Corporation Directors’ Nonqualified Share Option Plan of 1998
Sigma-Aldrich Corporation Share Option Plan of 1995
Sigma-Aldrich Corporation Share Option Plan of 1987
Sigma-Aldrich Corporation Share Option Plan of 1983
(Full title of the plan)
David P. Hutchinson
Vice President, General Counsel and Secretary
Sigma-Aldrich Corporation
3050 Spruce Street
St. Louis, Missouri 63103
(314) 771-5765
With copies to:
Hilary Foulkes
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street
London E14 5DS
United Kingdom
+44 20-7519-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
TERMINATION OF REGISTRATION
This Post-Effective Amendment relates to the following Registration Statements on Forms S-8 (collectively, the “Registration Statements”) filed by Sigma-Aldrich Corporation with the Securities and Exchange Commission:
| 1. | Registration No. 333-195759, filed on May 7, 2014, relating to the registration of Company Common Stock issuable pursuant to the Sigma-Aldrich Corporation 2014 Long-Term Incentive Plan; |
| 2. | Registration No. 333-183247, filed on August 10, 2012, relating to the registration of Company Common Stock issuable pursuant to the Sigma-Aldrich 401(k) Retirement Savings Plan; |
| 3. | Registration No. 333-177866, filed on November 9, 2011, relating to the registration of Deferred Compensation Obligations (unsecured obligations of the Company to pay deferred compensation in the future in accordance with the terms of the Sigma-Aldrich Corporation 2005 Flexible Deferral Plan) issuable pursuant to the Sigma-Aldrich Corporation 2005 Flexible Deferral Plan; |
| 4. | Registration No. 333-105033, filed on May 6, 2003, relating to the registration of Company Common Stock issuable pursuant to the 2003 Long-Term Incentive Plan; |
| 5. | Registration No. 333-49912, filed on November 13, 2000, relating to the registration of Company Common Stock issuable pursuant to the Sigma-Aldrich Corporation Share Option Plan of 2000; |
| 6. | Registration No. 333-30528, filed on February 16, 2000, relating to the registration of Company Common Stock issuable pursuant to Sigma-Aldrich 401(k) Retirement Savings Plan; |
| 7. | Registration No. 333-64661, filed on September 29, 1998, relating to the registration of Company Common Stock issuable pursuant to the Sigma-Aldrich Corporation Directors’ Nonqualified Share Option Plan of 1998; |
| 8. | Registration No. 033-62541, filed on September 12, 1995, relating to the registration of Company Common Stock issuable pursuant to the Sigma-Aldrich Corporation Share Option Plan of 1995; |
| 9. | Registration No. 033-24415, filed on September 28, 1988, relating to the registration of Company Common Stock issuable pursuant to the Sigma-Aldrich Share Corporation Option Plan of 1987; and |
| 10. | Registration No. 002-95937, filed on February 18, 1985, relating to the registration of Company Common Stock issuable pursuant to the Sigma-Aldrich Corporation Share Option Plan of 1983. |
Pursuant to that certain Agreement and Plan of Merger, dated September 22, 2014 (the “Merger Agreement”), by and among Sigma-Aldrich Corporation (the “Company”), Merck KGaA (the “Parent”) and Mario II Finance Corporation, the Company became a wholly owned subsidiary of the Parent. As a result of the transactions contemplated by the merger, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statement and hereby removes and withdraws from registration all securities registered pursuant to the Registration Statements that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Sigma-Aldrich Corporation 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in Billerica, State of Massachusetts, on this 18th day of November, 2015.
| Sigma-Aldrich Corporation | ||
| By: | /s/ Udit Batra | |
| Udit Batra | ||
| Director and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, these post-effective amendments to the registration statements on Form S-8 have been signed by the following persons in the capacities indicated below on this 18th day of November, 2015.
Signature | Title | |
/s/ Udit Batra | Director and Chief Executive Officer | |
| Udit Batra | ||
/s/ Gerhard Schmitz | Director | |
| Gerhard Schmitz | ||
/s/ David P. Hutchinson | ||
| David P. Hutchinson | Director | |
