Post-effective Amendment to an S-8 Filing (s-8 Pos)
June 15 2021 - 3:46PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment No. 1 to Form S-8
Registration Statement, No. 333-135777
Post-Effective
Amendment No. 1 to Form S-8
Registration Statement, No. 333-224026
UNDER
THE SECURITIES ACT OF 1933
HOUSTON
WIRE & CABLE COMPANY
(Exact
name of registrant as specified in its charter)
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Delaware
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36-4151663
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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10201
North Loop East, Houston, TX
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77029
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(Address
of Principal Executive Offices)
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(Zip
Code)
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HOUSTON
WIRE & CABLE COMPANY 2000 STOCK PLAN
HOUSTON
WIRE & CABLE COMPANY 2006 STOCK PLAN
HOUSTON
WIRE & CABLE COMPANY 2017 STOCK PLAN
HOUSTON
WIRE & CABLE COMPANY NONEMPLOYEE DIRECTORS’
DEFERRED COMPENSATION PLAN
(Full
title of the plans)
Martin
H. Truong
Assistant
Secretary
10201 North Loop East
Houston, TX 77029
(713) 609-2100
(Name,
address and telephone number, including area code, of agent for service)
With
a copy to:
Robert J. Minkus
Schiff Hardin LLP
233 South Wacker Drive, Suite 7100
Chicago, Illinois 60606
(312) 258-5500
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION
OF SECURITIES
This
Post-Effective Amendment is being filed by Houston Wire & Cable Company (the “Registrant”), to deregister all
shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), unsold under the following
Registration Statements on Form S-8 (the “Registration Statements”) filed by the Registrant with the Securities and
Exchange Commission:
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●
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Registration
Statement on Form S-8 (File No. 333-135777), filed on July 14, 2006, relating to the
Houston Wire & Cable Company 2000 Stock Plan and the Houston Wire & Cable Company
2006 Stock Plan.
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●
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Registration
Statement on Form S-8 (File No. 333-224026), filed on March 29, 2018, relating to
the Houston Wire & Cable Company 2017 Stock Plan and the Houston Wire & Cable
Company Nonemployee Directors’ Deferred Compensation Plan.
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Pursuant
to that certain Agreement and Plan of Merger, by and among the Registrant, OmniCable LLC, a Delaware (formerly Pennsylvania) limited
liability company (“OmniCable”), and OCDFH Acquisition Merger Sub Inc., a Delaware corporation (“Merger Sub”)
and a wholly owned subsidiary of OmniCable, on June 15, 2021 Merger Sub merged with and into the Registrant (the “Merger”),
with the Registrant continuing as the surviving corporation. As a result of the Merger, the Registrant became a wholly owned subsidiary
of OmniCable.
As
a result of the Merger and transactions related thereto, the Registrant has terminated any and all offerings of the Registrant’s
securities pursuant to the Registration Statements. Accordingly, the Registrant hereby terminates the effectiveness of the Registration
Statements, and, in accordance with an undertaking made by the Registrant in Item 9 of the Registration Statements to remove from
registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at
the termination of the offering, the Registrant hereby removes from registration any and all securities registered but which remain
unsold under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act, 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 Registration Statements
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on June 15, 2021.
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HOUSTON WIRE & CABLE COMPANY
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By:
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/s/
Martin H. Truong
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Name:
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Martin H. Truong
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Title:
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Assistant Secretary
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