As filed with the United States Securities and Exchange Commission on April 29, 2021
Registration No. 333-230813
Registration No. 333-225151
Registration No. 333-220859
Registration No. 333-218240
Registration No. 333-211588
Registration No. 333-204294
Registration No. 333-181593
Registration No. 333-174611
Registration No. 333-125048
Registration No. 333-97757
Registration No. 333-58625
Registration No. 33-35862
Registration No. 33-32447
Registration No. 33-14714
Registration No. 00-299816
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-230813
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-225151
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-220859
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-218240
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-211588
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-204294
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-181593
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 333-174611
POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 333-125048
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 333-97757
POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 333-58625
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-35862
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-32447
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-14714
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 00-299816
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Valaris plc.
(Exact name of registrant as specified in its charter)
England and Wales |
| 98-0635229 |
(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
Cannon Place, 78 Cannon Street, London, |
| EC4N6EU |
(Address of principal executive offices) |
| (Zip code) |
Ensco plc 2018 Long-Term Incentive Plan
Amended and Restated 2013 Rowan Companies plc Incentive Plan
Atwood Oceanics, Inc. 2013 Long-Term Incentive Plan
Ensco plc 2012 Long-Term Incentive Plan
2009 Rowan Companies, Inc. Incentive Plan
Atwood Oceanics, Inc. Amended and Restated 2007 Long-Term Incentive Plan
Pride International, Inc. 2007 Long-Term Incentive Plan
Ensco International Incorporated 2005 Long-Term Incentive Plan
Pride International, Inc. 2004 Directors’ Stock Incentive Plan
Ensco International Incorporated 2000 Stock Option Plan
Pride International, Inc. 1998 Long-Term Incentive Plan
Ensco International Incorporated 1998 Incentive Plan
Pride International, Inc. 1993 Directors’ Stock Option Plan
(Full title of the plan)
Michael T. McGuinty |
| Copy to: |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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 Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer x Non-accelerated filer o Smaller reporting company x Emerging growth company o
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. o
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (the “Post-Effective Amendments”) are being filed by Valaris plc (the “Company”) to deregister all securities unsold under the following Registration Statements on Form S-8 (the “Registration Statements”) filed by the Company and its wholly owned direct and indirect subsidiaries (together with the Company, “Valaris”) with the Securities and Exchange Commission:
· Registration Statement No. 333-230813, filed on April 11, 2019, registering 5,577,842 Class A Ordinary Shares, nominal value $0.40 per share, under the Amended and Restated 2013 Rowan Companies plc Incentive Plan and the 2009 Rowan Companies, Inc. Incentive Plan;
· Registration Statement No. 333-225151, filed on May 23, 2018, registering 52,152,402 Class A Ordinary Shares, par value $0.10 per share, under the Ensco plc 2018 Long-Term Incentive Plan;
· Registration Statement No. 333-220859, filed on October 6, 2017, registering 3,180,454 Class A Ordinary Shares, nominal value $0.10 per share, under the Atwood Oceanics, Inc. Amended and Restated 2007 Long-Term Incentive Plan and the Atwood Oceanics, Inc. 2013 Long-Term Incentive Plan;
· Registration Statement No. 333-218240, filed on May 25, 2017, registering 4,500,000 Class A Ordinary Shares, par value $0.10 per share, under the Ensco plc 2012 Long-Term Incentive Plan (the “2012 LTIP”);
· Registration Statement No. 333-211588, filed on May 25, 2016, registering 4,500,000 Class A Ordinary Shares, par value $0.10 per share, under the 2012 LTIP;
· Registration Statement No. 333-204294, filed on May 19, 2015, registering 9,000,000 Class A Ordinary Shares, par value $0.10 per share, under the 2012 LTIP;
· Registration Statement No. 333-181593, filed on May 23, 2012, registering 14,000,000 Class A Ordinary Shares, par value $0.10 per share, under the 2012 LTIP;
· Registration Statement No. 333-174611, filed on May 31, 2011, registering 1,925,725 Class A Ordinary Shares, par value $0.10 per share, under the Pride International, Inc. 2007 Long-Term Incentive Plan, the Pride International, Inc. 1998 Long-Term Incentive Plan, the Pride International, Inc. 2004 Directors’ Stock Incentive Plan and the Pride International, Inc. 1993 Directors’ Stock Option Plan;
· Registration Statement No. 333-125048, filed on May 19, 2005, registering 10,000,000 shares of common stock under the Ensco International Incorporated 2005 Long-Term Incentive Plan;
· Registration Statement No. 333-97757, filed on August 7, 2002, registering 489,761 shares of common stock under the Ensco International Incorporated 2000 Stock Option Plan;
· Registration Statement No. 333-58625, filed on July 7, 1998, registering 11,300,000 shares of common stock and 11,300,000 preferred share purchase rights, under the Ensco International Incorporated 1998 Incentive Plan;
· Registration Statement No. 33-35862, filed on July 13, 1990;
· Registration Statement No. 33-32447, filed on December 5, 1989;
· Registration Statement No. 33-14714, filed on June 3, 1987; and
· Registration Statement No. 00-299816, filed on August 22, 1985.
As previously disclosed, on August 19, 2020, the Company and certain of its subsidiaries (together with the Company, the “Debtors”) commenced voluntary cases (the “Chapter 11 Cases”) under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. The Debtors’ Chapter 11 Cases are jointly administered under the caption In re Valaris plc, et al., Case No. 20-34114.
As a result of the Chapter 11 Cases, Valaris has terminated all offerings of securities pursuant to the Registration Statements. In accordance with an undertaking made by Valaris 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, Valaris hereby removes from registration by means of these Post-Effective Amendments all of such securities registered but unsold under the Registration Statements. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities and Valaris hereby terminates the effectiveness of each of the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Act”), the registrant has duly caused these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas, on April 29, 2021. No other person is required to sign these Post-Effective Amendments to the Registration Statements on Form S-8 in reliance upon Rule 478 under the Act.
| Valaris plc | |
|
|
|
| By: | /s/ Michael T. McGuinty |
|
| Michael T. McGuinty |
|
| Senior Vice President, General Counsel and Secretary |