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
BALDOR ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Missouri |
| 43-0168840 |
(State or other jurisdiction of |
| (I.R.S. Employer |
5711 R.S. Boreham, Jr. St
Fort Smith, Arkansas 72901
(Address of principal executive offices)
Baldor Electric Company 2006 Equity Incentive Plan
(Full title of Plan)
George E. Moschner
Chief Financial Officer and Secretary
Baldor Electric Company
5711 R.S. Boreham, Jr. St.
Fort Smith, Arkansas 72901
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (479) 646-4711
Copies to:
Thomas W. Christopher, Esq.
Christopher A. Kitchen, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration No. 333-161610), with respect to 1,500,000 shares of Common Stock, par value $0.10 per share (“Common Stock”), of Baldor Electric Company (the “Company”), issuable under the Baldor Electric Company 2006 Equity Incentive Plan, which was filed with the Securities and Exchange Commission on August 28, 2009 (the “Registration Statement”).
On January 27, 2011 (the “Effective Time”), pursuant to an Agreement and Plan of Merger dated as of November 29, 2010, by and among the Company, ABB Ltd, a Swiss corporation (“Parent”), and Brock Acquisition Corporation, a Missouri corporation and a wholly-owned subsidiary of Parent (“Purchaser”), Purchaser merged with and into the Company with the Company being the surviving entity and becoming an indirect wholly owned subsidiary of Parent. At the Effective Time, all outstanding shares of the Company’s Common Stock (other than shares of Common Stock held in the Company’s treasury and those as to which a stockholder had properly perfected appraisal rights as of the Effective Time) were cancelled and converted into the right to receive $63.50 in cash.
All offerings of the Company’s Common Stock contemplated pursuant to all existing registration statements filed by the Company, including the Registration Statement, have been terminated. Accordingly, the Company hereby removes and withdraws from registration all shares of Common Stock registered pursuant to the Registration Statement that remain unsold.
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Smith, Arkansas, on this 1st day of February, 2011.
| BALDOR ELECTRIC COMPANY | |
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| By: | /s/ George E. Moschner |
| Name: | George E. Moschner |
| Title: | Chief Financial Officer and Secretary |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed below by the following persons in the capacities indicated as of February 1, 2011.
/s/ Ronald E. Tucker |
| Chief Executive Officer |
Ronald E. Tucker |
| (Principal Executive Officer) |
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/s/ George E. Moschner |
| Chief Financial Officer and Secretary (Principal |
George E. Moschner |
| Financial Officer) (Principal Accounting Officer) |
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/s/ Diane de Saint Victor |
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Diane de Saint Victor |
| Director |
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/s/ Ulrich Spiesshofer |
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Ulrich Spiesshofer |
| Director |