As filed with the Securities and
Exchange Commission on December 6, 2016
Form S-8 Registration No. 333-189161
Form S-8 Registration No. 333-174821
Form S-8 Registration No. 333-161976
Form S-8 Registration No. 333-105711
Form S-8 Registration No. 333-39780
Form S-8 Registration No. 333-52809
Form S-8 Registration No. 333-52807
Form S-8 Registration No. 333-43447
Form S-8 Registration No. 333-23827
Form S-8 Registration No. 333-23825
Form S-8 Registration No. 333-23823
Form S-8 Registration No. 333-23821
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration No. 333-189161
Form S-8 Registration No. 333-174821
Form S-8 Registration No. 333-161976
Form S-8 Registration No. 333-105711
Form S-8 Registration No. 333-39780
Form S-8 Registration No. 333-52809
Form S-8 Registration No. 333-52807
Form S-8 Registration No. 333-43447
Form S-8 Registration No. 333-23825
Form S-8 Registration No. 333-23823
Form S-8 Registration No. 333-23821
POST-EFFECTIVE AMENDMENT NO. 2 TO
Form S-8 Registration No. 333-23827
UNDER
THE SECURITIES ACT OF 1933
Ingram Micro Inc.
(Exact Name of Registrant as Specified
in its Charter)
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Delaware
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62-1644402
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(State or Other Jurisdiction
of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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3351 Michelson Drive, Suite 100
Irvine, California 92612-0697
(714) 566-1000
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant’s Principal Executive Offices)
INGRAM MICRO INC. 1996 EQUITY INCENTIVE
PLAN
INGRAM MICRO INC. ROLLOVER STOCK OPTION
PLAN
INGRAM MICRO INC. AMENDED AND RESTATED
1996 EQUITY INCENTIVE PLAN
INGRAM MICRO INC. 1996 EMPLOYEE STOCK
PURCHASE PLAN
INGRAM MICRO THRIFT PLAN
INGRAM MICRO INC. 1998 EQUITY INCENTIVE
PLAN
INGRAM MICRO INC. 1998 EMPLOYEE STOCK
PURCHASE PLAN
INGRAM MICRO INC. 2000 EQUITY INCENTIVE
PLAN
INGRAM MICRO INC. 2003 EQUITY INCENTIVE
PLAN
INGRAM MICRO 401(K) INVESTMENT SAVINGS
PLAN
INGRAM MICRO INC. 2011 INCENTIVE PLAN
(Full titles of the plans)
LARRY C. BOYD
EXECUTIVE VICE PRESIDENT
SECRETARY AND GENERAL COUNSEL
INGRAM MICRO INC.
3351 MICHELSON DRIVE, SUITE 100
IRVINE, CALIFORNIA 92612-0697
(714) 566-1000
(Name, 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, 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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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates
to the following Registration Statements on Form S-8 (collectively, the “
Registration Statements
”), filed with
the Securities and Exchange Commission (the “
SEC
”) by Ingram Micro Inc. (the “
Registrant
”):
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Registration
Statement No. 333-23821, filed with the SEC on March 24, 1997, registering 4,560,250
shares of the Registrant’s Class B Common Stock (par value $0.01 per share), under
the Registrant’s 1996 Equity Incentive Plan.
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Registration
Statement No. 333-23823, filed with the SEC on March 24, 1997, registering 5,700,967
shares of the Registrant’s Class A Common Stock (par value $0.01 per share), under
the Registrant’s Rollover Stock Option Plan.
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·
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Registration
Statement No. 333-23825, filed with the SEC on March 24, 1997, registering 7,439,750
shares of the Registrant’s Class A Common Stock (par value $0.01 per share), under
the Registrant’s Amended and Restated 1996 Equity Incentive Plan.
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·
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Registration
Statement No. 333-23827, filed with the SEC on March 24, 1997 (as amended on May 19,
1997), registering 1,000,000 shares of the Registrant’s Class A Common Stock (par
value $0.01 per share), under the Registrant’s 1996 Employee Stock Purchase Plan.
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·
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Registration
Statement No. 333-43447, filed with the SEC on December 30, 1997, registering 500,000
shares of the Registrant’s Class A Common Stock (par value $0.01 per share), under
the Registrant’s Thrift Plan.
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Registration
Statement No. 333-52807, filed with the SEC on May 15, 1998, registering 15,000,000 shares
of the Registrant’s Class A Common Stock (par value $0.01 per share), under the
Registrant’s 1998 Equity Incentive Plan.
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·
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Registration
Statement No. 333-52809, filed with the SEC on May 15, 1998, registering 3,000,000 shares
of the Registrant’s Class A Common Stock (par value $0.01 per share), under the
Registrant’s 1998 Employee Stock Purchase Plan.
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·
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Registration
Statement No. 333-39780, filed with the SEC on June 21, 2000, registering 20,000,000
shares of the Registrant’s Class A Common Stock (par value $0.01 per share), under
the Registrant’s 2000 Equity Incentive Plan.
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·
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Registration
Statement No. 333-105711, filed with the SEC on May 30, 2003, registering 20,000,000
shares of the Registrant’s Class A Common Stock (par value $0.01 per share), under
the Registrant’s 2003 Equity Incentive Plan.
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·
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Registration
Statement No. 333-161976, filed with the SEC on September 18, 2009, registering 250,000
shares of the Registrant’s Class A Common Stock (par value $0.01 per share), under
the Registrant’s 401(k) Investment Savings Plan.
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·
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Registration
Statement No. 333-174821, filed with the SEC on June 10, 2011, registering 13,500,000
shares of the Registrant’s Class A Common Stock (par value $0.01 per share), under
the Registrant’s 2011 Incentive Plan.
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Registration
Statement No. 333-189161, filed with the SEC on June 7, 2013, registering 12,000,000
shares of the Registrant’s Class A Common Stock (par value $0.01 per share), under
the Registrant’s 2011 Incentive Plan.
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On February
17, 2016, the Registrant entered into an Agreement and Plan of Merger (as amended on November 10, 2016, the “
Merger Agreement
”)
with Tianjin Tianhai Investment Company, Ltd., a joint stock company existing under the laws of the People’s Republic of
China (“
Tianjin Tianhai
”), and GCL Acquisition, Inc., a Delaware corporation and an indirect, controlled subsidiary
of Tianjin Tianhai (“
Merger Sub
”), pursuant to which, on December 5, 2016, Merger Sub merged with and into
the Registrant, with the Registrant continuing as the surviving company and a wholly owned subsidiary of Tianjin Tianhai (the
“
Merger
”).
In connection with the Merger, the
Registrant has terminated all offerings of the Registrant’s securities pursuant to the above-referenced Registration Statements.
Accordingly, pursuant to the undertakings contained in such Registration Statements to remove from registration, by means of a
post-effective amendment, any of the securities registered that remain unsold at the termination of the offerings, the Registrant
is filing this post-effective
amendment to the Registration Statements to deregister,
and does hereby remove from registration, all the shares of the Registrant’s common stock registered under such Registration
Statements that remain unsold as of the date hereof, if any.
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 on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on December 6, 2016.
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INGRAM MICRO INC.
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By:
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/s/ Larry C. Boyd
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Name:
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Larry C. Boyd
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Title:
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Executive Vice President, Secretary and General Counsel
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* Pursuant to Rule 478 under the Securities Act of 1933,
as amended, no other person is required to sign this Post-Effective Amendment.
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