Post-effective Amendment to an S-8 Filing (s-8 Pos)
July 10 2017 - 3:37PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on July 10, 2017
Registration No. 333-191291
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES
ACT OF 1933
WORLD POINT TERMINALS, LP
(Exact name of Registrant as specified in its
charter)
Delaware
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46-2598540
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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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8235 Forsyth Blvd., Suite 400
St. Louis, Missouri 63105
(Address of principal executive offices, including
zip code)
World Point Terminals, LP 2013 Long-Term
Incentive Plan
(Full title of the plan)
Jonathan Q. Affleck
Chief Financial Officer
8235 Forsyth Blvd., Suite 400
St. Louis, Missouri 63105
(Name and address of agent for service)
(314)-889-9660
(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):
Large accelerated filer
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¨
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Accelerated filer
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x
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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
This Post-Effective Amendment No. 1 (the “
Post-Effective
Amendment No. 1
”) to the Form S-8 Registration Statement No. 333-191291 (the “
Registration Statement
”)
of World Point Terminals, LP (the “
Registrant
”) is being filed to terminate the effectiveness of the Registration
Statement and to deregister all unsold securities reserved for issuance and registered for sale thereunder pursuant to the World
Point Terminals, LP 2013 Long-Term Incentive Plan.
On July 10, 2017, pursuant to the Transaction
Agreement, dated as of June 1, 2017, by and among World Point Terminals, Inc. (the “
Purchaser
”), WPT GP, LLC
and the Registrant, all of the Registrant’s outstanding common units not beneficially owned by the Purchaser or its affiliates
were purchased by the Purchaser pursuant to Section 15.1(a) of the First Amended and Restated Agreement of Limited Partnership
of the Registrant. As a result, the Registrant has terminated any offering of securities pursuant to the Registration Statement.
The Registrant is filing this Post-Effective Amendment No. 1 in accordance with the undertaking made by the Registrant in the Registration
Statement to terminate the effectiveness of the Registration Statement and to remove from registration, by means of a post-effective
amendment, any of the securities registered thereunder that remain unsold at the termination of the offering.
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 St. Louis, State of Missouri, on this 10
th
day of July,
2017.
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WORLD POINT TERMINALS, LP
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By:
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WPT GP, LLC
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its General Partner
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By:
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/s/ Jonathan Q. Affleck
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Jonathan Q. Affleck
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Chief Financial Officer
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Pursuant to the requirements of the Securities
Act and the Power of Attorney granted in the Registration Statement, this Post-Effective Amendment No. 1 to the Registration Statement
has been signed by the following persons in the capacities and on the dates indicated below:
Name
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Title
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Date
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/s/ Paul A. Novelly
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Chairman of the Board of Directors and Chief
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July 10, 2017
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Paul A. Novelly
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Executive Officer (Principal Executive Officer)
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