As filed with the Securities and Exchange Commission on November 15, 2016
Registration No. 333-207286
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2
to
FORM S-3
on
FORM S-1
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
VERITIV CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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5110
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46-3234977
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(IRS Employer
Identification Number)
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1000 Abernathy Road NE, Building 400, Suite 1700, Atlanta, Georgia 30328, (770) 391-8200
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Mark W. Hianik, Esq.
Senior Vice President, General Counsel and Corporate Secretary
Veritiv Corporation
1000 Abernathy Road NE, Building 400, Suite 1700
Atlanta, Georgia 30328
(770) 391-8200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with copies to:
Larry A. Barden
Lindsey A. Smith
Sidley Austin LLP
One South Dearborn Street
Chicago, Illinois 60603
(312) 853-7000
Approximate date of commencement of proposed sale to the public: From time to time after this post-effective amendment is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under Securities Act of 1933, check the following box.
x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
x
Registration No. 333-207286
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):
Large accelerated Filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on November 15, 2016.
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VERITIV CORPORATION
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By:
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/s/ Mary A. Laschinger
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Name:
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Mary A. Laschinger
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Title:
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Chairman and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on November 15, 2016.
Signature
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Title
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/s/ Mary A. Laschinger
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Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
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Mary A. Laschinger
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/s/ Stephen J. Smith
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Senior Vice President and Chief Financial Officer (Principal Financial Officer)
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Stephen J. Smith
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/s/ W. Forrest Bell
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Chief Accounting Officer (Principal Accounting Officer)
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W. Forrest Bell
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*
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Director
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Matthew J. Espe
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*
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Director
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Daniel T. Henry
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*
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Director
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Tracy A. Leinbach
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*
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Director
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William E. Mitchell
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*
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Director
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Michael P. Muldowney
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*
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Director
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Charles G. Ward, III
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*
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Director
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John J. Zillmer
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*By:
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/s/ Mary A. Laschinger
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Attorney-in-Fact
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II-
2