- Post-Effective Amendment to an S-8 filing (S-8 POS)
December 28 2010 - 9:08AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 28, 2010
Registration No. 333-164554
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
CELLU TISSUE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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06-1346495
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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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1855 Lockeway Drive, Suite 501
Alpharetta, Georgia
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30004
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(Address, of Principal Executive Offices)
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(Zip Code)
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Cellu Tissue
Holdings, Inc. 2010 Equity Compensation Plan
Cellu Parent Corporation 2006 Stock Option and Restricted Stock Plan
(Full title of the plan)
Michael S.
Gadd
Vice President, General Counsel and Corporate Secretary
Clearwater Paper Corporation
601 West Riverside, Suite 1100
Spokane, Washington 99201
(Name and address for agent for service)
(509) 344 5900
(telephone number, including area code, of agent for
service)
Copy to:
Blair W. White
Justin D. Hovey
Pillsbury Winthrop Shaw Pittman LLP
50 Fremont Street
San Francisco, California 94105
(415) 983-1000
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):
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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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x
(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 relates to the Form S-8 Registration Statement, Registration No. 333-164554, filed on January 27,
2010 (the Registration Statement), which registered an aggregate amount of 3,592,499 shares of common stock of Cellu Tissue Holdings, Inc. (the Company), par value $0.01 per share, relating to the Cellu Tissue Holdings, Inc.
2010 Equity Compensation Plan and the Cellu Parent Corporation 2006 Stock Option and Restricted Stock Plan.
On
September 15, 2010, the Company, Clearwater Paper Corporation (Clearwater Paper) and Sand Dollar Acquisition Corporation (Merger Sub) entered into an Agreement and Plan of Merger (the Merger Agreement)
pursuant to which Merger Sub merged with and into the Company (the Merger), with the Company remaining as the surviving entity and the surviving entity becoming a wholly-owned subsidiary of Clearwater Paper. In accordance with the Merger
Agreement, on December 27, 2010, each issued and outstanding share of common stock of the Company (other than shares owned by the Company, Clearwater Paper or Merger Sub and other than shares owned by the Companys stockholders properly
demanding appraisal rights) were cancelled and converted into the right to receive $12.00 per share in cash, without interest and less applicable withholding taxes. Therefore, the Company has ceased to be a publicly traded company, and in connection
with the Merger, the Company is terminating its offerings of securities pursuant to the Registration Statement.
In accordance
with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the
offering, the Company hereby removes from registration all of such securities of the Company 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 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spokane,
State of Washington, on this 28
th
day of December, 2010.
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CELLU TISSUE HOLDINGS, INC.
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By:
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/
S
/ Linda K.
Massman
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Name: Linda K. Massman
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Title: Vice President and Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the date
indicated.
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Signature
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Title
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Date
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/s/ Gordon L. Jones
Gordon L. Jones
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President, Chief Executive Officer and
Director
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December 28, 2010
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/s/ Linda K. Massman
Linda K. Massman
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Vice President, Chief Financial Officer and
Director
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December 28, 2010
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/s/ Michael S. Gadd
Michael S. Gadd
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Vice President, General Counsel, Corporate
Secretary and Director
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December 28, 2010
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