Post-effective Amendment to an S-8 Filing (s-8 Pos)
June 29 2017 - 4:22PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 29, 2017
Registration No. 333-188392
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
CST Brands, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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46-1365950
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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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19500 Bulverde Road, Suite 100
San Antonio, Texas
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78259
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(Address of Principal Executive Offices)
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(Zip Code)
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CST BRANDS, INC. 2013 OMNIBUS STOCK INCENTIVE PLAN
CST BRANDS, INC. SAVINGS PLAN
(Full title of the plan)
Giovanna Rueda
Corporate
Secretary
19500 Bulverde Road, Suite 100
San Antonio, Texas 78259
(210) 692-5000
(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, 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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☐ (Do not check if a smaller reporting company)
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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. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, which was originally filed on May 6, 2013 (file no.
333-188392)
(the
Registration Statement
), to register a total of 8,000,000 shares (the
Shares
) of the common stock, $0.01 par value per share (the
Company Common
Stock
), of CST Brands, Inc., a Delaware corporation (the
CST
), pursuant to the CST Brands, Inc. 2013 Omnibus Stock Incentive Plan (the
2013 Plan
) and the CST Brands, Inc. Savings Plan (the
401(k) Plan
, together with the 2013 Plan, the
Plans
), is being filed to deregister all of the Shares of Company Common Stock not yet issued in connection with the Plans.
As previously disclosed, CST entered into an Agreement and Plan of Merger, dated as of August 21, 2016 (the
Merger
Agreement
), with Circle K Stores Inc., a Texas corporation (
Circle K
), and Ultra Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Circle K (
Merger Sub
). Circle K is
a wholly owned subsidiary of Alimentation Couche-Tard Inc. On June 28, 2017, upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the General Corporation Law of the State
of Delaware, Merger Sub merged with and into CST (the
Merger
). At the effective time of the Merger (the
Effective Time
), the separate corporate existence of Merger Sub ceased, and CST survived the Merger as an
indirect, wholly owned subsidiary of Circle K. Pursuant to the Merger Agreement, at the Effective Time, each share of CST common stock issued and outstanding immediately prior to the Effective Time (other than shares owned by CST as treasury stock
and shares owned by Circle K or Merger Sub, or by any subsidiary of CST, Circle K or Merger Sub, and any shares for which dissenters rights have been properly exercised and not withdrawn or lost under Delaware law) was converted into the right
to receive $48.53 in cash, without interest and subject to applicable withholding taxes.
As a result of the consummation of the
transactions contemplated by the Merger Agreement, CST has terminated all offerings of its securities pursuant to the Registration Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from
registration by means of a post-effective amendment any of the securities that remain unsold at the termination of the offering, CST hereby amends the Registration Statement to remove and withdraw from registration all Shares of Company Common Stock
that were registered but unsold under the Registration Statement as of the date of this Post-Effective Amendment No. 1.
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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 Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San
Antonio, State of Texas on this 29
th
day of June, 2017. No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the
Securities Act of 1933, as amended.
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CST Brands, Inc.
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By:
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/s/ Giovanna Rueda
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Giovanna Rueda
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Corporate Secretary
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