Post-effective Amendment to an S-8 Filing (s-8 Pos)
September 28 2015 - 9:21AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 28, 2015
Registration No. 333-136206
Registration No. 333-136207
Registration No. 333-168581
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-136206
FORM S-8 REGISTRATION STATEMENT NO. 333-136207
FORM S-8 REGISTRATION STATEMENT NO. 333-168581
Under
The
Securities Act of 1933
Metalico, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware |
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3341 |
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52-2169780 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification No.) |
186 North Avenue East
Cranford, New Jersey 07016
(908) 497-9610
(Address
of Principal Executive Offices Including Zip Code)
Metalico, Inc. 1997 Long-Term Incentive Plan
Metalico, Inc. 2006 Long-Term Incentive Plan
(Full Title of the Plan)
Arnold S. Graber, Esq.
Executive Vice President, General Counsel and Secretary
Metalico, Inc.
186 North
Avenue East
Cranford, New Jersey 07016
(908) 497-9610
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Steven M. Skolnick, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
(212) 262-6700
(Name,
Address and Telephone Number of Agent for Service)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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x |
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(Do not check if a smaller reporting company) |
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Smaller reporting company |
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EXPLANATORY NOTE
These post-effective amendments (collectively, the Post-Effective Amendments) relate to the following Registration Statements on Form S-8
(collectively, the Registration Statements) filed by Metalico, Inc. (Metalico) with the Securities and Exchange Commission:
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(1) |
Registration Statement No. 333-136206 relates to 880,000 shares of common stock, par value $0.001 per share, of Metalico to be issued under the Metalico, Inc. 1997 Long-Term Incentive Plan, filed on August 1,
2006. |
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Registration Statement No. 333-136207 relates to 2,499,635 shares of common stock, par value $0.001 per share, of the Metalico to be issued under the Metalico, Inc. 2006 Long-Term Incentive Plan, filed on
August 1, 2006. |
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(3) |
Registration Statement No. 333-168581 relates to 2,160,043 shares of common stock, par value $0.001 per share, of the Metalico to be issued under the Metalico, Inc. 2006 Long-Term Incentive Plan, filed on
August 6, 2010. |
On September 11, 2015, pursuant to an Agreement and Plan of Merger, dated as of June 15, 2015, by and
among Total Merchant Limited (Parent), TM Merger Sub Corp. (Merger Sub) and Metalico, as amended (the Merger Agreement), Merger Sub merged with and into Metalico (the Merger) and Metalico became a
wholly owned subsidiary of Parent. In connection with the Merger, all offerings of Metalicos securities pursuant to the Registration Statements were terminated. In accordance with the undertaking contained in each Registration Statement to
remove from registration, by means of a post-effective amendment, any of the securities registered thereby (collectively, the Registered Securities) which remain unsold at the termination of the offering, Metalico, hereby removes from
registration, by means of these Post-Effective Amendments, any Registered Securities that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing an amendment 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 Cranford, State of New Jersey,
on September 28, 2015.
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Metalico, Inc. |
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By: |
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/s/ CARLOS E. AGÜERO |
Name: |
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Carlos E. Agüero |
Title: |
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President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments to the Registration
Statements on Form S-8 have been signed by the following persons in the capacities and on the date indicated.
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Signature |
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Title |
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Date |
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/s/ CARLOS E. AGÜERO |
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President and Chief Executive Officer, Director (Principal Executive Officer) |
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September 28, 2015 |
Carlos E. Agüero |
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/s/ KEVIN WHALEN |
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Senior Vice President and Chief Financial Officer, Director (Principal Financial Officer) |
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September 28, 2015 |
Kevin Whalen |
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/s/ HUANG CHUNG SHENG |
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Chairman of the Board |
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September 28, 2015 |
Huang Chung Sheng |
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/s/ MICHAEL J. DRURY |
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Director |
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September 28, 2015 |
Michael J. Drury |
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/s/ WONG KEANG KIONG |
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Director |
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September 28, 2015 |
Wong Keang Kiong |
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/s/ PETE MEYERS |
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Director |
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September 28, 2015 |
Pete Meyers |
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/s/ LEW KAE MING |
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Director |
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September 28, 2015 |
Lew Kae Ming |
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/s/ WONG SOON MING |
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Director |
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September 28, 2015 |
Wong Soon Ming |
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/s/ TAN KHAI YIN |
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Director |
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September 28, 2015 |
Tan Khai Yin |
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