As filed with the Securities and Exchange Commission on November 2, 2020.
Registration Nos. 333-21161
333-103152
333-178354
333-210030
333-230233
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-21161
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-103152
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-178354
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-210030
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-230233
UNDER
THE SECURITIES ACT OF 1933
Shiloh Industries, Inc.
(Exact Name of Registrant as specified in its charter)
Delaware | 51-0347683 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
880 Steel Drive, Valley City, OH 44280
(Address of Principal Executive Offices) (Zip Code)
1993 Key Employee Stock Incentive Plan
Shiloh Industries, Inc. Amended and Restated 1993 Key Employee Stock Incentive Plan
Shiloh Industries, Inc. Amended and Restated 1993 Key Employee Stock Incentive Plan, As Amended
Shiloh Industries, Inc. 2016 Equity and Incentive Compensation Plan
Shiloh Industries, Inc. 2019 Equity and Incentive Compensation Plan
(Full Title of the Plan)
Amy Floraday
Vice President, Legal and Corporate Secretary
47632 Halyard Drive
Plymouth, Michigan 48170
(Name and address of agent for service)
(734) 738-1311
(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, 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 | ☐ | 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
Deregistration of Securities
This Post-Effective Amendment relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) of Shiloh Industries, Inc. (the “Registrant”), which have been previously filed with the Securities and Exchange Commission (the “Commission”), to deregister any and all shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”), registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof (note that the share numbers listed below do not take into account corporate actions, such as stock splits, that may have been taken in the interim):
• | File No. 333-21161, as filed with the Commission on February 5, 1997, pertaining to the registration of an aggregate of 450,000 shares of Common Stock issuable under the 1993 Key Employee Stock Incentive Plan. |
• | File No. 333-103152, as filed with the Commission on February 12, 2003, pertaining to the registration of an aggregate of 1,250,000 shares of Common Stock issuable under the Shiloh Industries, Inc. Amended and Restated 1993 Key Employee Stock Incentive Plan. |
• | File No. 333-178354, as filed with the Commission on December 7, 2011, pertaining to the registration of 1,000,000 shares of Common Stock issuable under the Shiloh Industries, Inc. Amended and Restated 1993 Key Employee Stock Incentive Plan, As Amended. |
• | File No. 333-210030 as filed with the Commission on March 9, 2016, pertaining to the registration of an aggregate of 1,500,000 shares of Common Stock issuable under the Shiloh Industries, Inc. 2016 Equity and Incentive Compensation Plan. |
• | File No. 333-230233 as filed with the Commission on March 13, 2019, pertaining to the registration of 1,500,000 shares of Common Stock issuable under the Shiloh Industries, Inc. 2019 Equity and Incentive Compensation Plan. |
On August 30, 2020, the Registrant and each of its domestic subsidiaries filed voluntary petitions for relief (the “Chapter 11 Petitions”) under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. As a result of the Chapter 11 Petitions, the Registrant has terminated offers of shares of common stock pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant 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 Registrant hereby removes from registration all shares of Common Stock registered but unsold under the Registration Statements.
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 this Post-Effective Amendment to Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Plymouth, State of Michigan, on November 2, 2020.
SHILOH INDUSTRIES, INC. | ||
By: | /s/ Amy Floraday | |
Name: | Amy Floraday | |
Title: | Vice President, Legal and Corporate Secretary |
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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