- Post-Effective Amendment to an S-8 filing (S-8 POS)
16 Novembre 2010 - 8:06PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 16, 2010.
Registration No. 333-90335
Registration No. 333-90333
Registration No. 333-33484
Registration No. 333-101121
Registration No. 333-154578
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-90335
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-90333
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-33484
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-101121
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-154578
UNDER THE SECURITIES ACT OF 1933
PACTIV CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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36-2552989
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1900 West Field Court
Lake Forest, Illinois 60045
(Address Of Principal Executive Offices)
PACTIV CORPORATION STOCK OWNERSHIP PLAN
(f/k/a Tenneco Packaging Inc. Stock Ownership Plan)
PACTIV CORPORATION THRIFT PLAN FOR HOURLY EMPLOYEES AND PACTIV CORPORATION THRIFT PLAN
(f/k/a Tenneco Packaging Inc. Thrift Plan for Hourly Employees and f/k/a Tenneco Packaging Inc. Thrift Plan)
PACTIV CORPORATION EMPLOYEE STOCK PURCHASE PLAN
PACTIV CORPORATION 2002 INCENTIVE COMPENSATION PLAN
PACTIV CORPORATION DEFERRED COMPENSATION PLAN AND PACTIV CORPORATION DEFERRED RETIREMENT SAVINGS PLAN
(Full title of the plan)
Joseph E. Doyle
Vice President, General Counsel and Secretary
1900 West Field Court
Lake Forest, Illinois 60045
(Name and address of agent for service)
(847) 482-2000
(Telephone number, including area code, of agent for service)
With a copy to:
Charles W. Mulaney, Jr.
Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
and
Steven J. Slutzky
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6036
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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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements of Pactiv
Corporation, a Delaware corporation (the “
Company
”), filed on Form S-8 (collectively, the
“
Registration Statements
”):
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Registration Statement 333-90335 registering 24,000,000 shares of the Company’s common
stock, par value $0.01 per share (the “
Common Stock
”) (including associated rights)
pursuant to the Pactiv Corporation Stock Ownership Plan (f/k/a the Tenneco Packaging Inc.
Stock Ownership Plan).
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Registration Statement 333-90333 registering 5,000,000 shares of Common Stock (including
associated rights) pursuant to the Pactiv Corporation Thrift Plan for Hourly Employees and
the Pactiv Corporation Thrift Plan (f/k/a the Tenneco Packaging Inc. Thrift Plan for Hourly
Employees and f/k/a the Tenneco Packaging Inc. Thrift Plan).
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Registration Statement 333-33484 registering 4,000,000 shares of Common Stock (including
associated rights) pursuant to the Pactiv Corporation Employee Stock Purchase Plan.
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Registration Statement 333-101121 registering 13,500,000 shares of Common Stock
(including related preferred stock purchase rights) pursuant to the Pactiv Corporation 2002
Incentive Compensation Plan.
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Registration Statement 333-154578 registering 1,000,000 shares of Common Stock
(including related preferred stock purchase rights), $50,000,000 of Deferred Compensation
Plan Obligations and $50,000,000 of Deferred Retirement Savings Plan Obligations pursuant
to the Pactiv Corporation Deferred Compensation Plan and the Pactiv Corporation Deferred
Retirement Savings Plan.
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On November 16, 2010 (the “
Effective Date
”), the Company consummated the transactions
contemplated by the Agreement and Plan of Merger, dated as of August 16, 2010 (the “
Merger
Agreement
”), by and among the Company, Rank Group Limited, a company organized under the laws
of New Zealand (“
Rank
”), Reynolds Group Holdings Limited, a company organized under the
laws of New Zealand (“
Reynolds Group
”) and Reynolds Acquisition Corporation, a Delaware
corporation and indirect wholly-owned subsidiary of Reynolds Group (“
Sub
”). Pursuant to
the terms of the Merger Agreement, Sub merged with and into the Company, with the Company
continuing as the surviving corporation. In accordance with the Merger Agreement, on the Effective
Date, each outstanding share of Common Stock of the Company (other than treasury shares and shares
held by stockholders who properly exercised appraisal rights under Delaware law) was automatically
converted into the right to receive $33.25 in cash without interest. As a result of such
transactions, the Company is a privately-held, indirect wholly-owned subsidiary of Reynolds Group.
Reynolds Group is an affiliate of Rank Group.
As a result of the consummation of the transactions contemplated by the Merger Agreement, the
Company has terminated all offerings of the Company’s securities pursuant to the
Registration Statements. Accordingly, pursuant to the undertaking contained in the Registration
Statements to remove from registration, by means of a Post-Effective Amendment, any of the
securities being registered which remain unsold at the termination of the offering, the Company is
filing this Post-Effective Amendment to the Registration Statements to deregister all of the
securities registered and reserved for issuance under such Registration Statements which remained
unissued as of the Effective Date.
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 Lake Forest, State of Illinois, on November 16, 2010. No
other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the
Securities Act of 1933.
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PACTIV CORPORATION
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By:
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/s/ Joseph E. Doyle
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Name:
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Joseph E. Doyle
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Title:
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Vice President, General Counsel and Secretary
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