Registration No. 333-144632
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
STEINWAY MUSICAL INSTRUMENTS, INC.
(Exact name of Registrant as specified in its Charter)
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Delaware | | 35-1910745 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
800 South Street, Suite 305
Waltham, Massachusetts 02453
(781) 894-9770
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)
STEINWAY MUSICAL INSTRUMENTS, INC. 2006 STOCK COMPENSATION PLAN
STEINWAY MUSICAL INSTRUMENTS, INC. 2006 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
Mr. Dennis M. Hanson
800 South Street, Suite 305
Waltham, Massachusetts 02453
(781) 894-9970
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Patrick J. Dooley, Esq.
Ron E. Deutsch, Esq.
Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New York, New York 10036
Telephone: (212) 872-1080
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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | | ¨ | | Accelerated filer | | x |
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Non-accelerated filer | | ¨ (Do not check if a smaller reporting company) | | Smaller reporting company | | ¨ |
TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment No. 1”) relates to the Registration Statement onForm S-8 (File No. 333-144632) (the “Registration Statement”) filed by Steinway Musical Instruments, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on July 17, 2007, registering 1,400,000 shares of the Company’s Ordinary Common Stock, par value $0.001 per share, issuable under the Company’s 2006 Stock Compensation Plan and 2006 Employee Stock Purchase Plan.
On August 14, 2013, Pianissimo Holdings Corp., a Delaware corporation (“Parent”), Pianissimo Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), and the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Acquisition Sub merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”). The Certificate of Merger was filed with the Secretary of State of the State of Delaware on September 19, 2013, and the Merger became effective on such date.
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to the Registration Statement. Accordingly, the Company hereby removes from registration the securities of the Company previously registered but not sold or otherwise issued as of the filing of this Post-Effective Amendment No. 1 under the Company’s 2006 Stock Compensation Plan and 2006 Employee Stock Purchase Plan.
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 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 Waltham, Massachusetts, on October 3, 2013.
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STEINWAY MUSICAL INSTRUMENTS, INC. |
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By: | | /s/ Dennis M. Hanson |
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| | Name: | | Dennis M. Hanson |
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| | Title: | | Chief Financial Officer and General Counsel |
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| | | | (Principal Financial Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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Dated: October 3, 2013 | | | | By: | | /s/ Michael T. Sweeney |
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| | | | | | Name: | | Michael T. Sweeney |
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| | | | | | Title: | | Director and Chief Executive Officer |
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| | | | | | | | (Principal Executive Officer) |
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Dated: October 3, 2013 | | | | By: | | /s/ Dennis M. Hanson |
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| | | | | | Name: | | Dennis M. Hanson |
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| | | | | | Title: | | Chief Financial Officer and General Counsel |
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| | | | | | | | (Principal Financial Officer) |
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Dated: October 3, 2013 | | | | By: | | /s/ Donna Lucente |
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| | | | | | Name: | | Donna Lucente |
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| | | | | | Title: | | Chief Accounting Officer |
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| | | | | | | | (Principal Accounting Officer) |
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Dated: October 3, 2013 | | | | By: | | /s/ Michael Waldorf |
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| | | | | | Name: | | Michael Waldorf |
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| | | | | | Title: | | Director |
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Dated: October 3, 2013 | | | | By: | | /s/ Kevin Swanson |
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| | | | | | Name: | | Kevin Swanson |
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| | | | | | Title: | | Director |