As filed with the Securities and Exchange Commission on May 21, 2019
Registration Statement FileNo. 333-140349
Registration Statement File No. 333-195791
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 (No.333-140349)
POST-EFFECTIVE AMENDMENT NO. 1 (No.333-195791)
TO
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALTRA INDUSTRIAL MOTION CORP.
(Exact name of registrant as specified in its charter)
Delaware | 61-1478870 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
300 Granite Street, Suite 201
Braintree, Massachusetts 02184
(Address of principal executive offices) (zip code)
Altra Holdings, Inc. 2004 Equity Incentive Plan
(Full title of the plan)
Glenn E. Deegan
Vice President, Legal and Human Resources, General Counsel and Secretary
Altra Industrial Motion Corp.
300 Granite Street, Suite 201
Braintree, Massachusetts 02184
(781)917-0600
(Name, address, telephone number, including area code, of agent for service)
Copies to:
Thomas E. Dunn, Esq.
Cravath, Swaine & Moore LLP
825 8th Avenue
New York, NY 10019
(212)474-1000
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. ☐
EXPLANATORY NOTE
Altra Industrial Motion Corp. (the “Registrant”) is filing these post-effective amendments (the “Post-Effective Amendments”) to the following Registration Statements on FormS-8 (the “Registration Statements”), which have been previously filed with the Securities and Exchange Commission (the “SEC”), to deregister the following shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”) as of the date hereof:
i. | all shares of Common Stock registered but unsold or otherwise unissued under Registration FileNo. 333-140349, filed with the SEC on January 31, 2007 (originally covering 2,210,355 shares of Common Stock issuable under the Altra Holdings, Inc. 2004 Equity Incentive Plan (the “2004 Plan”)) (the “2007 Registration Statement”); and |
ii. | only those such shares of Common Stock registered but unsold or otherwise unissued under Registration FileNo. 333-195791, filed with the SEC on May 4, 2014, relating specifically to the 2004 Plan (originally covering 520,000 shares of Common Stock issuable under the 2004 Plan and 980,000 shares of Common Stock issuable under the Altra Industrial Motion Corp. 2014 Omnibus Plan (the “2014 Plan”)). |
Such securities are being removed from registration because the Registrant no longer offers or sells the securities under the 2004 Plan referenced above and in the Registration Statements. The Registrant, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the 2007 Registration Statement and removes from registration any and all shares of Common Stock registered but unsold or otherwise unissued under the Registration Statements relating specifically to the 2004 Plan (but not, for the avoidance of doubt, the 2014 Plan) as of the date hereof. This filing is made in accordance with an undertaking made by the Registrant in Part II of each Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold or otherwise unissued at the termination of the offering.
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 on FormS-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Braintree, Massachusetts on May 21, 2019.
Altra Industrial Motion Corp. | ||||
May 21, 2019 | By: | /s/ Glenn E. Deegan | ||
Name: | Glenn E. Deegan | |||
Title: | Vice President, Legal and Human Resources, General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933, as amended, these Post-Effective Amendments have been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Carl R. Christenson | Chairman and Chief Executive Officer (Principal Executive Officer) | May 21, 2019 | ||
Carl R. Christenson | ||||
/s/ Christian Storch | Vice President, Chief Financial Officer (Principal Financial and Principal Accounting Officer) | May 21, 2019 | ||
Christian Storch
| ||||
/s/ Edmund M. Carpenter | Director | May 21, 2019 | ||
Edmund M. Carpenter | ||||
/s/ Lyle G. Ganske | Director | May 21, 2019 | ||
Lyle G. Ganske | ||||
/s/ Margot L. Hoffman | Director | May 21, 2019 | ||
Margot L. Hoffman | ||||
/s/ Michael S. Lipscomb | Director | May 21, 2019 | ||
Michael S. Lipscomb | ||||
/s/ Larry McPherson | Director | May 21, 2019 | ||
Larry McPherson | ||||
/s/ Patrick K. Murphy | Director | May 21, 2019 | ||
Patrick K. Murphy | ||||
/s/ Thomas W. Swidarski | Director | May 21, 2019 | ||
Thomas W. Swidarski | ||||
/s/ James H. Woodward, Jr. | Director | May 21, 2019 | ||
James H. Woodward, Jr. |