As filed with the Securities and Exchange Commission on October 16, 2013
Registration No. 333-121906
Registration No. 333-108059
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 To
FORM S-3 REGISTRATION STATEMENT NO. 333-121906
FORM S-3 REGISTRATION STATEMENT NO. 333-108059
UNDER
THE
SECURITIES ACT OF 1933
KAYDON CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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1-11333
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13-3186040
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(State or Other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2723 South State Street, Suite 300, Ann Arbor, Michigan
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48104
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(Address of principle executive offices)
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(Zip Code)
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(Address, including zip code, and telephone number, including area code, of Registrants principal
executive offices)
Debra K. Crane
Vice
President, Administration and Secretary
Kaydon Corporation
Suite 300, 2723 South State Street
Ann Arbor, Michigan 48104
(734) 747-7025
(Name,
address and telephone number of agent for service)
with
copies to:
Kristin Ifft Wells, Esq.
James J. Barnes, Esq.
Reed Smith LLP
Reed
Smith Centre
225 Fifth Avenue
Pittsburgh, PA 15222-2716
Phone: (412) 288-3131
Approximate
date of commencement of proposed sale to the public:
Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statements.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box.
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If any of the securities being registered on this form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
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If this form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
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If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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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 the 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
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x
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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This Post-Effective Amendment No. 1 to the Registration Statements on Form S-3 listed above shall become
effective in accordance with Section 8(c) of the Securities Act of 1933 on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(c), may determine.
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements filed by Kaydon Corporation, a Delaware corporation
(Kaydon), on Form S-3 (collectively, the Registration Statements):
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Registration Statement No. 333-121906, originally filed with the Securities and Exchange Commission (the SEC) on January 7, 2005, as amended; and
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Registration Statement No. 333-108059, originally filed with the SEC on August 18, 2003, as amended.
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Kaydon is filing this Post-Effective Amendment No. 1 to its Registration Statements to withdraw and remove from registration the unissued
and unsold securities issuable by Kaydon pursuant to the above referenced Registration Statements.
Pursuant to an Agreement and Plan of
Merger dated as of September 5, 2013 (the Merger Agreement) by and among Kaydon, Atlas Management, Inc., a Delaware corporation (Parent), and Dublin Acquisition Sub Inc., a Delaware corporation and a wholly-owned
subsidiary of Parent (Acquisition Sub), on October 16, 2013, Acquisition Sub merged into Kaydon, with Kaydon as the surviving corporation and a wholly-owned subsidiary of Parent (the Merger). Pursuant to the terms of the
Merger Agreement, each share of Kaydons common stock, par value $0.10 per share (the Shares), outstanding immediately prior to the effective time of the Merger ceased to be outstanding and was converted into the right to receive
$35.50 in cash, without interest, less any applicable withholding taxes.
As a result of the consummation of the transactions contemplated
by the Merger Agreement, Kaydon has terminated all offerings of its securities pursuant to the above referenced Registration Statements. In accordance with an undertaking made by Kaydon in each of the Registration Statements to remove from
registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering, Kaydon hereby removes and withdraws from registration all securities of Kaydon 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, as amended, the Registrant has duly caused this Post-Effective Amendment
No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ann Arbor, State of Michigan, on the 16th day of October, 2013.
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Kaydon Corporation
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By:
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/s/ Poul Jeppesen
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Poul Jeppesen
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Chief Executive Officer
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No other person is required to sign this Post-Effective Amendment No. 1 to the Registration
Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.
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