0001193125-12-501190.txt : 20121213 0001193125-12-501190.hdr.sgml : 20121213 20121213112111 ACCESSION NUMBER: 0001193125-12-501190 CONFORMED SUBMISSION TYPE: POSASR PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121213 DATE AS OF CHANGE: 20121213 EFFECTIVENESS DATE: 20121213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cooper Industries plc CENTRAL INDEX KEY: 0001141982 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 980632292 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-170456 FILM NUMBER: 121261324 BUSINESS ADDRESS: STREET 1: 5 FITZWILLIAM SQUARE CITY: DUBLIN 2 STATE: L2 ZIP: 00000 BUSINESS PHONE: 7132098400 MAIL ADDRESS: STREET 1: 5 FITZWILLIAM SQUARE CITY: DUBLIN 2 STATE: L2 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: COOPER INDUSTRIES LTD DATE OF NAME CHANGE: 20010604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cooper Wiring Devices, Inc. CENTRAL INDEX KEY: 0001338571 IRS NUMBER: 110701510 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-170456-03 FILM NUMBER: 121261326 BUSINESS ADDRESS: STREET 1: 203 COOPER CIRCLE CITY: PEACHTREE CITY STATE: 2Q ZIP: 30269 BUSINESS PHONE: 770.631.2100 MAIL ADDRESS: STREET 1: 203 COOPER CIRCLE CITY: PEACHTREE CITY STATE: 2Q ZIP: 30269 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cooper US, Inc. CENTRAL INDEX KEY: 0001338572 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 201686977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-170456-02 FILM NUMBER: 121261325 BUSINESS ADDRESS: STREET 1: 600 TRAVIS STREET 2: SUITE 5800 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713.209.8400 MAIL ADDRESS: STREET 1: 600 TRAVIS STREET 2: SUITE 5800 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cooper B-Line, Inc. CENTRAL INDEX KEY: 0001338573 IRS NUMBER: 760638615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-170456-08 FILM NUMBER: 121261332 BUSINESS ADDRESS: STREET 1: 509 WEST MONROE STREET CITY: HIGHLAND STATE: IL ZIP: 62249 BUSINESS PHONE: 618.654.5907 MAIL ADDRESS: STREET 1: 509 WEST MONROE STREET CITY: HIGHLAND STATE: IL ZIP: 62249 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOPER BUSSMANN, LLC CENTRAL INDEX KEY: 0001338574 IRS NUMBER: 760554116 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-170456-07 FILM NUMBER: 121261331 BUSINESS ADDRESS: STREET 1: 114 OLD STATE ROAD CITY: ELLSVILLE STATE: MO ZIP: 63021 BUSINESS PHONE: 636.394.2877 MAIL ADDRESS: STREET 1: 114 OLD STATE ROAD CITY: ELLSVILLE STATE: MO ZIP: 63021 FORMER COMPANY: FORMER CONFORMED NAME: Cooper Bussmann, Inc. DATE OF NAME CHANGE: 20050913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cooper Crouse-Hinds, LLC CENTRAL INDEX KEY: 0001338575 IRS NUMBER: 201288146 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-170456-06 FILM NUMBER: 121261330 BUSINESS ADDRESS: STREET 1: WOLF & 7TH NORTH STREETS CITY: SYRACUSE STATE: NY ZIP: 13221 BUSINESS PHONE: 315.477.7000 MAIL ADDRESS: STREET 1: WOLF & 7TH NORTH STREETS CITY: SYRACUSE STATE: NY ZIP: 13221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOPER LIGHTING, LLC CENTRAL INDEX KEY: 0001338576 IRS NUMBER: 760554120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-170456-05 FILM NUMBER: 121261328 BUSINESS ADDRESS: STREET 1: 1121 HIGHWAY 74 SOUTH CITY: PEACHTREE CITY STATE: 2Q ZIP: 30269 BUSINESS PHONE: 770.486.4800 MAIL ADDRESS: STREET 1: 1121 HIGHWAY 74 SOUTH CITY: PEACHTREE CITY STATE: 2Q ZIP: 30269 FORMER COMPANY: FORMER CONFORMED NAME: Cooper Lighting, Inc. DATE OF NAME CHANGE: 20050913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOPER POWER SYSTEMS, LLC CENTRAL INDEX KEY: 0001338577 IRS NUMBER: 760253330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-170456-04 FILM NUMBER: 121261327 BUSINESS ADDRESS: STREET 1: 2300 BADGER DRIVE CITY: WAUKESHA STATE: WI ZIP: 53188 BUSINESS PHONE: 262.896.2400 MAIL ADDRESS: STREET 1: 2300 BADGER DRIVE CITY: WAUKESHA STATE: WI ZIP: 53188 FORMER COMPANY: FORMER CONFORMED NAME: Cooper Power Systems, Inc. DATE OF NAME CHANGE: 20050913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cooper Industries, Ltd. CENTRAL INDEX KEY: 0001505206 IRS NUMBER: 980355628 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-170456-01 FILM NUMBER: 121261329 BUSINESS ADDRESS: STREET 1: 600 TRAVIS CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 209-8400 MAIL ADDRESS: STREET 1: 600 TRAVIS CITY: HOUSTON STATE: TX ZIP: 77002 POSASR 1 d453804dposasr.htm POSASR POSASR

As filed with the Securities and Exchange Commission on December 13, 2012

Registration No. 333-170456

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Post-Effective Amendment No. 1

to

Form S-3

Registration Statement No. 333-170456

 

 

COOPER INDUSTRIES PLC

(Exact name of registrant as specified in its charter)

 

 

 

Ireland   98-0632292

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification Number)

 

 

CO-REGISTRANTS

 

Cooper B-Line, Inc.   Delaware   76-0638615
Cooper Bussmann, LLC   Delaware   76-0554116
Cooper Crouse-Hinds, LLC   Delaware   20-1288146
Cooper Industries, Ltd.   Bermuda   98-0355628
Cooper Lighting, LLC   Delaware   76-0554120
Cooper Power Systems, LLC   Delaware   76-0253330
Cooper Wiring Devices, Inc.   New York   11-0701510
Cooper US, Inc.   Delaware   20-1686977

(Exact name of registrant as

specified in its charter)

  

(State or other jurisdiction of

incorporation or organization)

  

(IRS Employer

Identification No.)

 

Cooper Industries plc

Unit F10

Maynooth Business Campus Maynooth 0, Ireland

+353 (1) 6292222

  

Cooper B-Line, Inc.

509 West Monroe Street Highland, IL 62249

(618) 654-5907

  

Cooper Bussmann, LLC

114 Old State Road

Ellisville, MO 63021

(636) 394-2877

  

Cooper Crouse-Hinds, LLC

Wolf & 7 North Streets

Syracuse, NY 13221

(315) 477-7000

Cooper Industries, Ltd.

600 Travis

Houston, TX 77002

(713) 209-8400

  

Cooper Lighting, LLC

1121 Highway 74 South Peachtree City, GA 30269 (770) 486-4800

  

Cooper Power Systems, LLC 2300 Badger Drive

Waukesha, WI 53188 (262) 896-2400

  

Cooper Wiring Devices, Inc.

203 Cooper Circle

Peachtree City, GA 30269

(770) 631-2100

Cooper US, Inc.

600 Travis

Houston, TX 77002

(713) 209-8400

(Address, including zip code, and telephone numbers, including area code, of registrants’ principal executive offices)

 

 

Eaton Corporation plc

c/o Thomas E. Moran

Senior Vice President and Secretary

Eaton Center

Cleveland, Ohio 44114

(Name and address of agent for service)

(216) 523-4103

(Telephone number, including area code of, agent for service)

 

 

Approximate date of commencement of proposed sale to the public: Not applicable.

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:

 

Large accelerated filer   x   Accelerated filer   ¨
Non-accelerated filer   ¨ (Do not check if a smaller reporting company)   Smaller reporting company   ¨

 

 

 

DEREGISTRATION OF SECURITIES

Cooper Industries plc (the “Registrant”) and Cooper Wiring Devices, Inc., Cooper, US, Inc., Cooper B-Line, Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Lighting, LLC, Cooper Power Systems, LLC and Cooper Industries, Ltd. (collectively, the “Co-Registrants”) are filing this Post-Effective Amendment No. 1 to the following Registration Statement on Form S-3 (the “Registration Statement”) to deregister any and all securities that remain unsold under such Registration Statement:

 

  •  

Registration Statement No. 333-170456, filed with the Securities and Exchange Commission on November 8, 2010, registering the offer and sale of an indeterminate amount of: the Registrant’s ordinary shares, par value US$.01 per share (including the associated preferred share purchase rights), preferred shares, par value US$.01 per share, Depositary Shares (representing preferred shares of the Registrant), warrants, share purchase contracts and share purchase units; and debt securities of Cooper US, Inc. and guarantees of debt securities of Cooper US, Inc. by the Registrant and each of the Co-Registrants (other than Cooper US, Inc.).

On November 30, 2012, pursuant to the Transaction Agreement, dated May 21, 2012, as amended by Amendment No. 1 to the Transaction Agreement, dated June 22, 2012, and Amendment No. 2 to the Transaction Agreement, dated October 19, 2012 (as amended, the “Transaction Agreement”), among Eaton Corporation (“Eaton”), the Registrant, Eaton Corporation plc (formerly known as Eaton Corporation Limited and, prior to that, known as Abeiron Limited) (“New Eaton”), Abeiron II Limited (formerly known as Comdell Limited), Turlock B.V. (“Turlock”), Eaton Inc. and Turlock Corporation, (a) New Eaton acquired the Registrant pursuant to a scheme of arrangement under the Irish Companies Act of 1963, and (b) Turlock merged with and into Eaton, with Eaton as the surviving corporation in the merger (collectively, the “Transactions”). As a result of the Transactions, the Registrant, Co-Registrants and Eaton became wholly owned subsidiaries of New Eaton, and the Registrant and Co-Registrants terminated all offers and sales of their securities registered pursuant to the Registration Statement.

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-3 and has duly caused this Post-Effective Amendment to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio on the 13th day of December 2012.

 

COOPER INDUSTRIES PLC
By:  

/s/ Richard H. Fearon

Name:   Richard H. Fearon
Title:   Vice President and Chief Financial Officer

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

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-3 and has duly caused this Post-Effective Amendment to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio on the 13th day of December 2012.

 

COOPER US, INC.
By:  

/s/ Richard H. Fearon

Name:   Richard H. Fearon
Title:   President and Chief Financial Officer

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

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-3 and has duly caused this Post-Effective Amendment to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio on the 13th day of December 2012.

 

COOPER B-LINE, INC.
By:  

/s/ Richard H. Fearon

Name:   Richard H. Fearon
Title:   Vice President and Chief Financial Officer

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

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-3 and has duly caused this Post-Effective Amendment to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio on the 13th day of December 2012.

 

COOPER BUSSMANN, LLC
By:  

/s/ Richard H. Fearon

Name:   Richard H. Fearon
Title:   Vice President and Chief Financial Officer

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

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-3 and has duly caused this Post-Effective Amendment to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio on the 13th day of December 2012.

 

COOPER CROUSE-HINDS, LLC
By:  

/s/ Richard H. Fearon

Name:   Richard H. Fearon
Title:   Vice President and Chief Financial Officer

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

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-3 and has duly caused this Post-Effective Amendment to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio on the 13th day of December 2012.

 

COOPER INDUSTRIES, LTD.
By:  

/s/ Richard H. Fearon

Name:   Richard H. Fearon
Title:   President and Chief Financial Officer

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

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-3 and has duly caused this Post-Effective Amendment to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio on the 13th day of December 2012.

 

COOPER LIGHTING, LLC
By:  

/s/ Richard H. Fearon

Name:   Richard H. Fearon
Title:   Vice President and Chief Financial Officer

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

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-3 and has duly caused this Post-Effective Amendment to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio on the 13th day of December 2012.

 

COOPER POWER SYSTEMS, LLC
By:  

/s/ Richard H. Fearon

Name:   Richard H. Fearon
Title:   Vice President and Chief Financial Officer

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

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-3 and has duly caused this Post-Effective Amendment to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio on the 13th day of December 2012.

 

COOPER WIRING DEVICES, INC.
By:  

/s/ Richard H. Fearon

Name:   Richard H. Fearon
Title:   Vice President and Chief Financial Officer

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.