- Post-Effective Amendment to an S-8 filing (S-8 POS)
November 15 2011 - 4:03PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 15, 2011
Registration No. 2-94198
Registration No. 33-37553
Registration No. 33-88946
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
PENFORD
CORPORATION
(Exact name of registrant as specified in its charter)
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Washington
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91-1221360
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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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7094 South Revere Parkway
Centennial, Colorado 80112-3932
(Address of principal executive offices,
including zip code)
PENFORD CORPORATION SAVINGS AND STOCK OWNERSHIP PLAN
(Full title of the plan)
Christopher L.
Lawlor
Vice President - Human Resources,
General Counsel and Secretary
Penford Corporation
7094 South Revere Parkway
Centennial, Colorado 80112-3932
(303) 649-1900
(Name, address 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.
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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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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the following Registration Statements (collectively referred to herein as the
Registration Statements):
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the Registration Statement on Form S-8 (File No. 33-37553) of Penford Corporation (the
Company
) filed with the
U.S. Securities and Exchange Commission (the
SEC
) on October 31, 1990 to register shares of the Companys common stock, par value $1.00 per share (the
Common Stock
), as well as an indeterminate
amount of interests (the
Plan Interests
) to be offered or sold pursuant to the Companys Savings and Stock Ownership Plan (the
Plan
);
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the Registration Statement on Form S-8 (File No. 33-88946) of the Company filed with the SEC on January 30, 1995 to register additional
shares of Common Stock to be offered or sold pursuant to the Plan; and
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the Registration Statement on Form S-8 (File No. 2-94198) of the Company (which was previously known as Penwest, Ltd.) filed with the SEC on
November 6, 1984, to register shares of the Common Stock pursuant to the Plan.
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Effective as of
October 14, 2011, the Plan was amended to provide that employee contributions may no longer be invested in the Companys Common Stock fund. Therefore, the Plan Interests are exempt from registration. Accordingly, the Company is filing this
Post-Effective Amendment No. 1 to each of the Registration Statements to deregister all Plan Interests registered pursuant to the Registration Statements that remain unsold as of the date hereof. In addition, the Company is filing this
Post-Effective Amendment No. 1 to the Registration Statements to deregister all shares of the Companys Common Stock that were registered pursuant to each of the Registration Statements that remain unsold as of the date hereof.
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 No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Centennial, State of Colorado, on the 15th day of November, 2011.
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PENFORD CORPORATION
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By:
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/s/ Christopher L. Lawlor
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Christopher L. Lawlor
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Vice President Human Resources, General
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Counsel & Secretary
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POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes Thomas D. Malkoski, Steven O. Cordier, Christopher L. Lawlor and Margaret Von der Schmidt, or any of them, as attorneys in-fact with
the power of substitution, to execute in the name of and on behalf of each person, individually and in each capacity stated below, and to file, any and all amendments with exhibits thereto, and any other documents in connection with the Registration
Statements or this Post-Effective Amendment No. 1 to the Registration Statements with the SEC and hereby ratifies and confirms all that said attorney-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment
No. 1 to the Registration Statements has been signed by the following persons in the capacities indicated on the
26
th
day of October , 2011.
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Signature
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Title
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/s/ Thomas D. Malkoski
Thomas D. Malkoski
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President, Chief Executive Officer and Director
(principal executive officer)
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/s/ Steven O. Cordier
Steven O. Cordier
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Senior Vice President and Chief Financial Officer
(principal financial and accounting officer)
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/s/ Paul H. Hatfield
Paul H. Hatfield
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Chairman of the Board of Directors
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/s/ William E. Buchholz
William E. Buchholz
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Director
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/s/ Jeffrey T. Cook
Jeffrey T. Cook
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Director
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/s/ R. Randolph Devening
R. Randolph Devening
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Director
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/s/ John C. Hunter
John C. Hunter III
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Director
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/s/ Sally G. Narodick
Sally G. Narodick
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Director
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/s/ Edward F. Ryan
Edward F. Ryan
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Director
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/s/ James E. Warjone
James E. Warjone
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Director
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/s/ Matthew Zell
Matthew M. Zell
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Director
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Pursuant to the requirements of the Securities Act, the trustee (or other person who
administers the employee benefit plan) has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Centennial, State of Colorado, on
the 15th day of November , 2011.
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PENFORD CORPORATION SAVINGS AND
STOCK OWNERSHIP PLAN
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By:
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Penford Corporation, the Plan Administrator
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By:
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/s/ Christopher L. Lawlor
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Christopher L. Lawlor
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Vice President Human Resources, General
Counsel & Secretary
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