As filed with the Securities and Exchange Commission on January 2, 2018
RegistrationNo. 333-195968
RegistrationNo. 333-161620
RegistrationNo. 333-149666
RegistrationNo. 333-143334
RegistrationNo. 333-132207
RegistrationNo. 333-114276
RegistrationNo. 333-11254
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 333-195968
NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 333-161620
NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 333-149666
NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 333-143334
NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 333-132207
NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 333-114276
NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 333-11254
UNDER
THE SECURITIES ACT OF 1933
AGRIUM INC.
(Exact name of registrant as specified in its charter)
| CANADA | 98-0346248 | |||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
13131 Lake Fraser Drive S.E.
Calgary, Alberta
Canada T2J 7E8
(403)225-7000
(Address of principal executive offices, including zip code)
AMENDED AND RESTATED STOCK OPTION AND TANDEM SAR PLAN
AGRIUM 401(k) RETIREMENT SAVINGS PLAN
AGRIUM U.S. RETAIL 401(k) SAVINGS PLAN
AGRIUM 401(k) SAVINGS PLAN FOR UNION EMPLOYEES AT FLORENCE, AL;
MULBERRY, FL & AMERICUS, GA
AGRIUM U.S. INC. SAVINGS PLAN FOR UNION EMPLOYEES AT CINCINNATI, OH AND
BAINBRIDGE, GA
AGRIUM ADVANCED TECHNOLOGIES 401(k) SAVINGS PLAN
WESTERN FARM SERVICE, INC. EMPLOYEE 401(k) SAVINGS PLAN AND TRUST
CROP PRODUCTION SERVICES, INC. EMPLOYEE 401(k) SAVINGS PLAN AND TRUST
(Full title of the plans)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(Name and address of agent for service)
(212)894-8940
(Telephone number, including area code, of agent for service)
Copies to:
Christopher J. Cummings Edwin S. Maynard Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 (212)373-3000 | Joel T. May Neil M. Simon Suite 800 |
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 | ☐ | (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
These post-effective amendments relate to the following registration statements on FormS-8 (collectively, the “Registration Statements”) filed by Agrium Inc. (“Agrium”) with the Securities and Exchange Commission:
| • | FileNo. 333-195968 registering 5,000,000 common shares, no par value, of Agrium (“Common Shares”) for issuance under the Amended and Restated Stock Option and Tandem SAR Plan; |
| • | FileNo. 333-161620 registering 1,000,000 Common Shares for issuance under the Agrium 401(k) Retirement Savings Plan and the Agrium U.S. Retail 401(k) Savings Plan; |
| • | FileNo. 333-149666 registering 100,000 Common Shares for issuance under the Agrium 401(k) Savings Plan for Union Employees at Florence, AL; Mulberry, FL & Americus, GA, the Agrium U.S. Inc. Savings Plan for Union Employees at Cincinnati, OH and Bainbridge, GA, and the Agrium Advanced Technologies 401(k) Savings Plan; |
| • | FileNo. 333-143334 registering 1,000,000 Common Shares for issuance under the Amended and Restated Stock Option and Tandem SAR Plan; |
| • | FileNo. 333-132207 registering 2,408,340 Common Shares for issuance under the Amended and Restated Stock Option and Tandem SAR Plan; |
| • | FileNo. 333-114276 registering 10,242,285 Common Shares for issuance under the Amended and Restated Agrium Inc. Stock Option and Tandem SAR Plan; and |
| • | FileNo. 333-11254 registering 1,000,000 Common Shares for issuance under the Agrium 401(k) Retirement Savings Plan, Western Farm Service, Inc. Employee 401(k) Savings Plan and Trust and the Crop Production Services, Inc. Employee 401(k) Savings Plan and Trust. |
On January 1, 2018, pursuant to an Arrangement Agreement, dated September 11, 2016, between Agrium and Potash Corporation of Saskatchewan Inc. (“PotashCorp”), each of Agrium and PotashCorp became an indirect wholly owned subsidiary of Nutrien Ltd. (“Nutrien”), a parent entity formed to manage and hold the combined businesses of Agrium and PotashCorp as a result of the transactions under the plan of arrangement under theCanada Business Corporations Act, involving, among others, Nutrien, Agrium and PotashCorp (the “Arrangement”).
As a result of the completion of the Arrangement, Agrium has terminated all offerings of securities pursuant to the Registration Statements. In accordance with an undertaking made by Agrium in 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 such offering, Agrium hereby removes from registration all of such securities registered but unsold under the Registration Statements as of the date hereof, if any.
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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 the 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 Calgary, Province of Alberta, Country of Canada, on January 2, 2018.
| AGRIUM INC. | ||||
| By: | /s/ Charles V. Magro | |||
| Name: | Charles V. Magro | |||
| Title: | President, Chief Executive Officer and Director | |||
Note: No other person is required to sign the post-effective amendments to the registration statements in reliance upon Rule 478 under the Securities Act of 1933.
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