As filed with the Securities and Exchange Commission on December 19, 2023
Registration No. 033-27294
Registration No. 333-109234
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT NO. 033-27294
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT NO. 333-109234
UNDER
THE SECURITIES ACT OF 1933
Kellanova
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 38-0710690 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
412 N. Wells Street Chicago, Illinois | 60654 | |
(Address of Principal Executive Offices) | (Zip Code) |
Kellogg Company Bakery, Confectionery, Tobacco Workers and Grain Millers Savings and Investment Plan
(Full Title of the Plan)
John Min
Chief Legal Officer and Secretary
412 N. Wells Street
Chicago, IL 60654
Telephone: 269-961-2000
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | 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
On October 2, 2023, Kellanova (formerly known as Kellogg Company), a Delaware corporation (the “Registrant”), completed the previously announced spin-off (the “Spin-Off”) of WK Kellogg Co. As a result of the Spin-Off, the Kellogg Company Bakery, Confectionery, Tobacco Workers and Grain Millers Savings and Investment Plan (the “Plan”) is now sponsored by WK Kellogg Co.
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) of the Registrant pertaining to the registration of shares of common stock, par value $0.25 per share (“Common Stock”), of the Registrant issuable under the Plan:
• | Registration No. 333-109234, filed with the U.S. Securities and Exchange Commission (“Commission”) on September 29, 2003, and |
• | Registration No. 033-27294, filed with the Commission on March 7, 1989. |
As a result of the Spin-Off and the transfer of sponsorship of the Plan, the offerings pursuant to the Registration Statements have terminated. In accordance with the undertakings made by the Registrant in the Registration Statements to remove from registration, by means of post-effective amendment, any securities of the Registrant which remain unsold at the termination of the offerings, the Registrant hereby removes and withdraws from registration any and all shares of Common Stock registered under the Registration Statements that remain unsold as of the date hereof.
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 Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on this 19th day of December, 2023.
KELLANOVA | ||
(Registrant) | ||
By: | /s/ John Min | |
John Min | ||
Chief Legal Officer and Secretary |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statements has been signed by the following persons in the capacities indicated on December 19, 2023.
Signature | Title | |
/s/ Steven A. Cahillane | Chairman and Chief Executive Officer and Director | |
Steven A. Cahillane | (Principal Executive Officer) | |
/s/ Amit Banati | Vice Chairman and Chief Financial Officer | |
Amit Banati | (Principal Financial Officer) | |
/s/ Kurt Forche | Vice President and Corporate Controller | |
Kurt Forche | (Principal Accounting Officer) | |
/s/ Stephanie A. Burns | Director | |
Stephanie A. Burns | ||
/s/ Roderick D. Gillum | Director | |
Roderick D. Gillum | ||
/s/ Zachary Gund | Director | |
Zachary Gund | ||
/s/ Donald R. Knauss | Director | |
Donald R. Knauss | ||
/s/ Mary A. Laschinger | Director | |
Mary A. Laschinger | ||
/s/ Erica L. Mann | Director | |
Erica L. Mann |
/s/ La June Montgomery Tabron | Director | |
La June Montgomery Tabron | ||
/s/ J. Michael Schlotman | Director | |
J. Michael Schlotman | ||
/s/ Carolyn M. Tastad | Director | |
Carolyn M. Tastad |
Note: No other person is required to sign this Post-Effective Amendment in reliance on Rule 478 under the Securities Act of 1933.