As filed with the Securities and Exchange Commission on March 13, 2020
RegistrationNo. 333-232433
RegistrationNo. 333-212777
RegistrationNo. 333-199853
RegistrationNo. 333-168541
RegistrationNo. 333-124296
RegistrationNo. 333-82035
RegistrationNo. 333-60151
RegistrationNo. 333-04505
RegistrationNo. 033-84578
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORMS-8 REGISTRATION STATEMENT NO.333-232433
FORMS-8 REGISTRATION STATEMENT NO.333-212777
FORMS-8 REGISTRATION STATEMENT NO.333-199853
FORMS-8 REGISTRATION STATEMENT NO.333-168541
FORMS-8 REGISTRATION STATEMENT NO.333-124296
POST-EFFECTIVE AMENDMENT NO. 2 ON FORMS-8 TO FORMS-4 REGISTRATION STATEMENT NO.333-82035
POST-EFFECTIVE AMENDMENT NO. 5 TO FORMS-8 REGISTRATION STATEMENT NO.333-60151
POST-EFFECTIVE AMENDMENT NO. 7 TO FORMS-8 REGISTRATION STATEMENT NO.333-04505
POST-EFFECTIVE AMENDMENT NO. 10 TO FORMS-8 REGISTRATION STATEMENT NO.033-84578
UNDER
THE SECURITIES ACT OF 1933
AK STEEL HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 31-1401455 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
9227 Centre Pointe Drive West Chester, Ohio | 45069 | |
(Address of Principal Executive Offices) | (Zip Code) |
AK STEEL HOLDING CORPORATION 2019 OMNIBUS SUPPLEMENTAL INCENTIVE PLAN
AK STEEL HOLDING CORPORATION STOCK INCENTIVE PLAN
1996 INCENTIVE PLAN OF ARMCO INC.
1993 LONG-TERM INCENTIVE PLAN OF ARMCO INC.
ARMCO INC. AND SUBSIDIARIES 1988 STOCK OPTION PLAN
AK STEEL HOLDING CORPORATION 1994 STOCK INCENTIVE PLAN
(Full titles of the plans)
James D. Graham
Vice President, General Counsel and Corporate Secretary
AK Steel Holding Corporation
9227 Centre Pointe Drive
West Chester, Ohio 45069
(513) 425-5000
(Name, address and telephone number of agent for service)
Copies to:
James P. Dougherty, Esq.
Benjamin L. Stulberg, Esq.
Michael J. Solecki, Esq.
Jones Day
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer a 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 | ☐ | 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 SHARES
AK Steel Holding Corporation, a Delaware corporation (the “Registrant”), is filing with the U.S. Securities and Exchange Commission (the “Commission”) these post-effective amendments (the “Post-Effective Amendments”) to deregister all shares of common stock, par value $0.01 per share, of the Registrant (the “Shares”), previously registered under the following Registration Statements on FormS-8 (the “Registration Statements”), together with any and all plan interests and other securities registered thereunder:
• | Registration Statement No. 333-232433, filed on June 28, 2019, relating to the registration of 14,400,000 Shares under the AK Steel Holding Corporation 2019 Omnibus Supplemental Incentive Plan; |
• | Registration Statement No. 333-212777, filed on July 29, 2016, relating to the registration of 4,800,000 Shares under the AK Steel Holding Corporation Stock Incentive Plan; |
• | Registration StatementNo. 333-199853, filed on November 4, 2014, relating to the registration of 4,000,000 Shares under the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of March 20, 2014); |
• | Registration StatementNo. 333-168541, filed on August 5, 2010, relating to the registration of 3,000,000 Shares under the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of March 18, 2010); |
• | Registration StatementNo. 333-124296, filed on April 25, 2005, relating to the registration of 5,000,000 Shares under the AK Steel Holding Corporation Stock Incentive Plan (as amended and restated as of January 16, 2003); |
• | Registration Statement on FormS-8 filed as a post-effective amendment to the Registration Statement on FormS-4 with Registration StatementNo. 333-82035, originally filed on FormS-8 on September 30, 1999, relating to the registration of 2,695,959 Shares under the 1993 Long-Term Incentive Plan of Armco Inc.; Amended 1993 Long-Term Incentive Plan of Armco Inc.; 1996 Incentive Plan of Armco Inc.; and Armco Inc. and Subsidiaries 1988 Stock Option Plan; |
• | Registration StatementNo. 333-60151, filed on July 30, 1998, relating to the registration of 3,200,000 Shares under the AK Steel Holding Corporation Stock Incentive Plan; |
• | Registration StatementNo. 333-04505, filed on May 24, 1996, registering 1,600,000 Shares under the AK Steel Holding Corporation 1994 Stock Incentive Plan; and |
• | Registration StatementNo. 033-84578, relating to the registration of Shares under the AK Steel Holding Corporation 1994 Stock Incentive Plan. |
On March 13, 2020, pursuant to the terms of the Agreement and Plan of Merger, dated as of December 2, 2019, by and among the Registrant, Cleveland-Cliffs Inc., an Ohio corporation (“Cliffs”), and Pepper Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Cliffs (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as a direct, wholly owned subsidiary of Cliffs.
As a result of the Merger, the Registrant has terminated all offerings and sales pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain unsold at the termination of the offerings, the Registrant hereby removes from registration the Shares registered but remaining unsold under the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing onForm S-8 and has duly caused these Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Cleveland, State of Ohio, on March 13, 2020.
AK Steel Holding Corporation | ||
By: | /s/ James D. Graham | |
Name: James D. Graham | ||
Title: Vice President, General Counsel and Corporate Secretary |
Note: No other person is required to sign these Post-Effective Amendments in reliance on Rule 478 of the Securities Act of 1933, as amended.