Post-effective Amendment to an S-8 Filing (s-8 Pos)
June 12 2015 - 5:20PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 12, 2015
Registration No. 333-182104
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
Lorillard, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware |
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13-1911176 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
401 North Main Street
Winston-Salem, North Carolina 27101
(Address, Including Zip Code, of Principal Executive Offices)
LORILLARD, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
McDara P. Folan, III, Esq.
President and Chief Executive Officer
Lorillard, Inc.
401
North Main Street
Winston-Salem, North Carolina 27101
(336) 741-5162
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Randi C. Lesnick, Esq.
Timothy J. Melton, Esq.
Jere R. Thomson, Esq.
Jones Day
222 East 41st Street
New York, New York 10017
(212) 326-3939
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 |
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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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¨ |
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-182104) (the Registration
Statement) of Lorillard, Inc. (Lorillard), a Delaware corporation, which was filed with the U.S. Securities and Exchange Commission on June 13, 2012. The Registration Statement registered 500,000 shares of Lorillard common
stock, par value $0.01 per share, for issuance pursuant to the Lorillard, Inc. Employee Stock Purchase Plan.
On June 12, 2015,
pursuant to the terms of the Agreement and Plan of Merger (the Merger Agreement), dated as of July 15, 2014, as it may be amended from time to time, among Lorillard, Reynolds American Inc. (RAI), a North Carolina
corporation, and Lantern Acquisition Co. (Merger Sub), a Delaware corporation and wholly owned subsidiary of RAI, Merger Sub merged with and into Lorillard (the Merger), with Lorillard continuing as the surviving corporation
in the merger and a wholly owned subsidiary of RAI.
As a result of the Merger, any offering pursuant to the Registration Statement has
been terminated. Lorillard is filing this Post-Effective Amendment No. 1 to the Registration Statement to terminate the effectiveness of the Registration Statement and remove from registration any and all securities of Lorillard previously
registered but unsold under the Registration Statement as of the effective time of the Merger. In accordance with undertakings made by Lorillard in the Registration Statement to remove from registration, by means of a post-effective amendment, any
of the securities registered under the Registration Statement that remain unsold at the termination of the offering, Lorillard hereby removes from registration the securities registered but unsold under the Registration Statement, if any.
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 Winston-Salem, State
of North Carolina, on June 12, 2015.
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LORILLARD, INC. |
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By: |
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/s/ McDara P. Folan, III |
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Name: |
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McDara P. Folan, III |
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Title: |
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President and Chief Executive Officer |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under
the Securities Act of 1933, as amended.