Post-effective Amendment to an S-8 Filing (s-8 Pos)
June 30 2015 - 5:03PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on June 30, 2015
Registration No. 333-150894
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1 to
Form
S-8
Registration
Statement UNDER THE SECURITIES ACT OF 1933
DRESSER-RAND
GROUP INC.
(Exact name of registrant as specified in
its charter)
Dresser-Rand Group Inc.
2008 Stock Incentive Plan
(Full title of plan)
Delaware |
20-1780492 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
West8 Tower, Suite 1000 |
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112 Avenue Kleber |
10205 Westheimer Rd. |
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75784 Cedex 16, Paris, France |
Houston, Texas 77042 |
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33 156 267171 |
(713) 354-6100 |
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(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Mark F. Mai
Vice President, General Counsel and Secretary
West8 Tower, Suite 1000
10205 Westheimer Rd.
Houston, Texas 77042
(713) 354-6100
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robyn E. Zolman
Gibson, Dunn & Crutcher LLP
1801 California Street, Suite 4200
Denver, CO 80202-2642
(303) 298-5700
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.
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Large accelerated filer þ |
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Accelerated filer ¨
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Non-accelerated filer ¨ |
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Smaller reporting company ¨ |
(Do not check if a smaller reporting company) |
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment
No. 1 relates to the Registration No. 333-150894 filed on Form S-8 (the “Registration Statement”) by the Registrant
with the Securities and Exchange Commission on May 14, 2008, which registered 6,000,000 shares of the Registrant’s Common
Stock pursuant to the Registrant’s 2008 Stock Incentive Plan.
On June 30, 2015, pursuant
to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 21, 2014, among the Registrant,
Siemens Energy, Inc. (“Siemens”), and Dynamo Acquisition Corporation, a wholly-owned subsidiary of Siemens (“Merger
Sub”), Merger Sub merged with and into the Registrant, with the Registrant being the surviving entity and becoming a
wholly-owned subsidiary of Siemens (the “Merger”).
In connection with the Merger, the offerings
pursuant to the Registration Statement have been terminated. The Registrant hereby removes from registration any of the securities
of the Registrant registered under the Registration Statement that remain unsold under the Registration Statement as of the filing
date of this Post-Effective Amendment No. 1.
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 No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 30, 2015.
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DRESSER-RAND GROUP INC. |
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By: |
/s/ Mark F. Mai |
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Mark F. Mai |
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Vice President, General Counsel & Secretary |
Note: No other person is
required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act
of 1933.