Post-effective Amendment to an Automatic Shelf Registration of Form S-3asr or Form F-3asr (posasr)
April 18 2016 - 10:59AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 18, 2016
Registration No. 333-190687
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JARDEN
CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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35-1828377
(I.R.S. Employer
Identification No.)
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6655 Peachtree Dunwoody Road
Atlanta, Georgia 30328
(Address of principal executive offices including zip code)
Bradford R. Turner, Esq.
Chief Legal Officer and Corporate Secretary
6655 Peachtree Dunwoody Road
Atlanta, Georgia 30328
(Name and address of agent for service)
(770) 418-7000
(Telephone number, including area code, of agent for service)
Copies to:
Joel
T. May, Esq.
Jones Day
1420 Peachtree Street
Atlanta, GA 30309
(404)
521-3939
Approximate date of commencement of proposed sale to the public:
This Post-Effective Amendment deregisters those securities that remain unsold hereunder
as of the effective date hereof.
If the only securities being registered on this form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box.
¨
If any of the securities being
registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box.
¨
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
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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x
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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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TABLE OF ADDITIONAL REGISTRANTS
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Name of Additional Registrant*
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Jurisdiction of
Incorporation or
Organization
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IRS Employer ID
Number
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Alltrista Plastics LLC
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Indiana
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35-2000584
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American Household, Inc.
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Delaware
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25-1638266
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Australian Coleman, Inc.
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Kansas
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48-0898070
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Bicycle Holding, Inc.
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Delaware
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31-1421129
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BRK Brands, Inc.
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Delaware
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04-3157073
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CC Outlet, Inc.
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Delaware
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13-3966497
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Coleman International Holdings, LLC
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Delaware
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13-3639257
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Coleman Worldwide Corporation
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Delaware
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13-3704484
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Envirocooler, LLC
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Delaware
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26-4001721
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First Alert, Inc.
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Delaware
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04-3157075
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Hearthmark, LLC
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Delaware
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35-2000585
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Holmes Motor Corporation
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Delaware
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04-3438010
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Jarden Acquisition I, LLC
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Delaware
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20-0893342
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Jarden Zinc Products, LLC
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Indiana
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35-2000583
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JT Sports LLC
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Delaware
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20-0595206
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K-2 Corporation
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Indiana
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35-1175329
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Kansas Acquisition Corp.
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Delaware
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13-3738068
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L.A. Services, Inc.
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Delaware
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65-0973486
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Laser Acquisition Corp.
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Delaware
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65-0826385
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Lehigh Consumer Products LLC
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Delaware
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23-2936885
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Lifoam Holdings, LLC
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Delaware
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20-1783241
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Lifoam Industries, LLC
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Delaware
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13-4103395
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Lifoam Packaging Solutions, LLC
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Delaware
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20-1984850
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Loew-Cornell, LLC
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Delaware
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22-2013755
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Marker Volkl USA, Inc.
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New Hampshire
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02-0465241
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Marmot Mountain, LLC
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Delaware
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73-1706851
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Miken Sports, LLC
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Delaware
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04-3798778
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Nippon Coleman, Inc.
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Kansas
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48-0898069
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Outdoor Sports Gear, Inc.
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Delaware
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95-2077125
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Outdoor Technologies Corporation
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Iowa
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42-1204277
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Penn Fishing Tackle Mfg. Co.
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Pennsylvania
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23-1333002
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Pure Fishing, Inc.
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Iowa
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42-0784220
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QMC Buyer Corp.
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Delaware
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87-0736137
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Quickie Holdings, Inc.
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Delaware
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87-0736138
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Quickie Manufacturing Corporation
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New Jersey
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22-2189158
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Quoin, LLC
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Delaware
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88-0374612
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Rawlings Sporting Goods Company, Inc.
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Delaware
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43-1674348
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Sea Striker, LLC
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Delaware
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26-4463603
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Shakespeare Company, LLC
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Delaware
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38-1022940
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Shakespeare Conductive Fibers, LLC
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Delaware
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38-1022940
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SI II, Inc.
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Florida
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65-0717251
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Sitca Corporation
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Washington
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91-0978656
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Sunbeam Americas Holdings, LLC
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Delaware
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25-1638268
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Sunbeam Products, Inc.
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Delaware
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25-1406546
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The Coleman Company, Inc.
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Delaware
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13-3639257
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The United States Playing Card Company
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Delaware
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31-1421130
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USPC Holding, Inc.
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Delaware
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31-1421131
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Addresses and telephone numbers of principal executive offices are the same as those of Jarden Corporation.
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File No. 333-190687) (the Registration
Statement) of Jarden Corporation (Jarden) and the other registrants listed in the table above, filed with the Securities and Exchange Commission (the SEC) on August 16, 2013, which registered an indeterminate
number of series of common stock, preferred stock, debt securities and guarantees of debt securities.
On April 15, 2016, pursuant to
an Agreement and Plan of Merger, dated as of December 13, 2015, by and among Newell Rubbermaid Inc. (Newell), Jarden, NCPF Acquisition Corp. I, a Delaware corporation and a wholly-owned subsidiary of Newell, and NCPF Acquisition
Corp. II, a Delaware corporation and a wholly-owned subsidiary of Newell, Jarden became a direct wholly-owned subsidiary of Newell as a result of a series of merger transactions (the Acquisition).
As a result of the Acquisition, Jarden has terminated all offerings of securities pursuant to the Registration Statement. In accordance with
an undertaking made by Jarden 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 such offering,
Jarden hereby removes from registration all of such securities registered but unsold under the Registration Statement as of the date hereof, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the undersigned registrants certify that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Atlanta, State of Georgia, on April 18, 2016.
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JARDEN CORPORATION
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By:
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/s/ Bradford R. Turner
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Name: Bradford R. Turner
Title: Chief Legal Officer and Corporate Secretary
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BICYCLE HOLDING, INC.
THE UNITED
STATES PLAYING CARD COMPANY
USPC HOLDING, INC.
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By:
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/s/ Ian G.H. Ashken
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Name: Ian G.H. Ashken
Title: Authorized Signatory
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ALLTRISTA PLASTICS LLC
AMERICAN
HOUSEHOLD, INC.
AUSTRALIAN COLEMAN, INC.
BRK BRANDS, INC.
CC OUTLET, INC.
COLEMAN INTERNATIONAL HOLDINGS, LLC
COLEMAN WORLDWIDE CORPORATION
ENVIROCOOLER, LLC
FIRST ALERT, INC.
HEARTHMARK, LLC
HOLMES MOTOR CORPORATION
JARDEN ACQUISITION I, LLC
JARDEN ZINC PRODUCTS, LLC
JT SPORTS LLC
K-2 CORPORATION
KANSAS ACQUISITION CORP.
L.A. SERVICES, INC.
LASER ACQUISITION CORP.
LEHIGH CONSUMER PRODUCTS LLC
LIFOAM HOLDINGS, LLC
LIFOAM INDUSTRIES, LLC
LIFOAM PACKAGING SOLUTIONS, LLC
LOEW-CORNELL, LLC
MARKER VOLKL USA, INC.
MARMOT MOUNTAIN, LLC
MIKEN SPORTS, LLC
NIPPON COLEMAN, INC.
OUTDOOR SPORTS GEAR, INC.
OUTDOOR TECHNOLOGIES CORPORATION
PENN FISHING TACKLE MFG. CO.
PURE FISHING, INC.
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QMC BUYER CORP.
QUICKIE
HOLDINGS, INC.
QUICKIE MANUFACTURING CORPORATION
QUOIN,
LLC
RAWLINGS SPORTING GOODS COMPANY, INC.
SEA STRIKER,
LLC
SHAKESPEARE COMPANY, LLC
SHAKESPEARE CONDUCTIVE FIBERS,
LLC
SI II, INC.
SITCA CORPORATION
SUNBEAM AMERICAS HOLDINGS, LLC
SUNBEAM PRODUCTS, INC.
THE COLEMAN COMPANY, INC.
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By:
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/s/ Richard Sansone
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Name: Richard Sansone
Title: Authorized Signatory
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Note: No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance upon
Rule 478 under the Securities Act of 1933.
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