Registration No. 333-11465

 

 

 

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

 

 

STEINWAY MUSICAL INSTRUMENTS, INC.

(Exact name of Registrant as specified in its Charter)

 

 

 

Delaware   35-1910745

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

800 South Street, Suite 305

Waltham, Massachusetts 02453

(781) 894-9770

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

 

 

STEINWAY MUSICAL INSTRUMENTS, INC. 1996 STOCK PLAN

STEINWAY MUSICAL INSTRUMENTS, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN

(Full Title of the Plans)

 

 

Mr. Dennis M. Hanson

800 South Street, Suite 305

Waltham, Massachusetts 02453

(781) 894-9970

(Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Patrick J. Dooley, Esq.

Ron E. Deutsch, Esq.

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, New York 10036

Telephone: (212) 872-1080

 

 

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨   (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

 


TERMINATION OF REGISTRATION

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment No. 1”) relates to the Registration Statement on Form S-8 (File No. 333-11465) (the “Registration Statement”) filed by Steinway Musical Instruments, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on September 25, 1996, registering 1,278,250 shares of the Company’s Ordinary Common Stock, par value $0.001 per share, issuable under the Company’s 1996 Stock Plan and the Company’s 1996 Employee Stock Purchase Plan.

On August 14, 2013, Pianissimo Holdings Corp., a Delaware corporation (“Parent”), Pianissimo Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), and the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Acquisition Sub merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”). The Certificate of Merger was filed with the Secretary of State of the State of Delaware on September 19, 2013, and the Merger became effective on such date.

As a result of the Merger, the Company has terminated all offerings of its securities pursuant to the Registration Statement. Accordingly, the Company hereby removes from registration the securities of the Company previously registered but not sold or otherwise issued as of the filing of this Post-Effective Amendment No. 1 under the Company’s 1996 Stock Plan and the Company’s 1996 Employee Stock Purchase Plan.


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 Waltham, Massachusetts, on October 3, 2013.

 

STEINWAY MUSICAL INSTRUMENTS, INC.
By:  

/s/ Dennis M. Hanson

  Name:   Dennis M. Hanson
  Title:  

Chief Financial Officer and General Counsel

 

(Principal Financial Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Dated: October 3, 2013     By:  

/s/ Michael T. Sweeney

      Name:   Michael T. Sweeney
      Title:   Director and Chief Executive Officer
        (Principal Executive Officer)
Dated: October 3, 2013     By:  

/s/ Dennis M. Hanson

      Name:   Dennis M. Hanson
      Title:   Chief Financial Officer and General Counsel
        (Principal Financial Officer)
Dated: October 3, 2013     By:  

/s/ Donna Lucente

      Name:   Donna Lucente
      Title:   Chief Accounting Officer
        (Principal Accounting Officer)
Dated: October 3, 2013     By:  

/s/ Michael Waldorf

      Name:   Michael Waldorf
      Title:   Director
Dated: October 3, 2013     By:  

/s/ Kevin Swanson

      Name:   Kevin Swanson
      Title:   Director
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