As filed with the Securities and Exchange Commission on August 18, 2008
Registration No. 333-148728
UNITED STATES 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
ESMARK INCORPORATED
Now known as Severstal Wheeling Holding Company
(Exact name of registrant as specified in its charter)
Delaware |
| 20-8626148 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
1134 Market Street
Wheeling, West Virginia 26003
(304) 234-2640
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
ESMARK INCORPORATED 2007 INCENTIVE COMPENSATION PLAN
WHEELING-PITTSBURGH CORPORATION 2003 MANAGEMENT STOCK INCENTIVE PLAN
(Full Title of Plans)
Ronald Nock
Chief Executive Officer
1134 Market Street
Wheeling, West Virginia 26003
(304) 234-2400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Scott E. Westwood
McGuire Woods, LLP
Dominion Tower
625 Liberty Avenue, 23rd Floor
Pittsburgh, Pennsylvania 15222
(412) 667-6000
DEREGISTRATION OF SECURITIES
On January 17, 2008, Esmark Incorporated, a Delaware corporation (the “Registrant”), filed a registration statement on Form S-8 (File No. 333-148728) (the “Registration Statement”), which registered (1) 3,200,000 shares of the Registrant’s common stock, par value, par value $0.01 per share (“Common Stock”), reserved for issuance under the Esmark Incorporated 2007 Incentive Compensation Plan (the “Esmark Plan”) and (2) 352,706 shares of the Common Stock potentially issuable pursuant to awards under the Wheeling-Pittsburgh 2003 Management Stock Incentive Plan (together with the Esmark Plan, the “Plans”).
This Post-Effective Amendment No. 1 is being filed to deregister all authorized shares of Common Stock reserved for issuance under the Plans that have not yet been issued under the Registration Statement.
Accordingly, the Registrant hereby deregisters the shares of Common Stock that have not been and will not be issued under the Plans. Upon effectiveness hereof, no shares of Common Stock remain registered under the Registration Statement for issuance under the Plans.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wheeling, State of West Virginia, on this 18th day of August, 2008.
| ESMARK INCORPORATED | ||
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| By: | /s/ Ronald Nock | |
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| Ronald Nock |
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| Chief Executive Officer |
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Pursuant to the requirements of the Securities Act, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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/s/ Ronald Nock |
| Chief Executive Officer and |
| August 18, 2008 |
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| Director (Principal Executive |
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Ronald Nock |
| Officer) |
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/s/ Mark Yost |
| Chief Financial Officer (Principal |
| August 18, 2008 |
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| Financial Officer) and Director |
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Mark Yost |
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/s/ James P. Hrusovsky |
| Director |
| August 18, 2008 |
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James P. Hrusovsky |
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/s/ Sergei Kuznetsov |
| Director |
| August 18, 2008 |
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Sergei Kuznetsov |
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/s/ Gregory Mason |
| Director |
| August 18, 2008 |
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Gregory Mason |
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