As filed with the Securities and Exchange Commission on August 31, 2015
Registration No. 333-196182
Registration No. 333-185741
Registration No. 333-174172
Registration No. 333-144846
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-196182
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-185741
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-174172
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-144846
Under
The Securities Act of 1933
Polypore International, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
43-2049334 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
11430 North Community House Road, Suite 350
Charlotte, North Carolina 28277
(Address of Principal Executive Offices Including Zip Code)
Polypore International, Inc. 2007 Stock Incentive Plan
Polypore International, Inc. Deferred Savings Plan
Polypore International, Inc. 2006 Stock Option Plan
(Full Titles of the Plans)
Lynn Amos
Chief Financial Officer
Polypore International, Inc.
11430 North Community House Road, Suite 350
Charlotte, North Carolina 28277
(704) 587-8409
(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. (Check one):
Large accelerated filer | x | Accelerated filer | ¨ | |||||
Non-accelerated filer | ¨ | (Do not check if smaller reporting company | Smaller Reporting Company | ¨ |
EXPLANATORY NOTE
These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (the Registration Statements) previously filed by Polypore International, Inc. (the Company) with the Securities and Exchange Commission:
1. | Registration Statement No. 333-196182, filed on May 22, 2014, registering 1,500,000 shares of Common Stock of the Company, $0.01 par value ( Common Stock), issuable under the Polypore International, Inc. 2007 Stock Incentive Plan, as amended from time to time (the 2007 Plan). |
2. | Registration Statement No. 333-185741, filed on December 28, 2012, registering $8,000,000 of general unsecured obligations of the Company to pay deferred compensation in the future in accordance with the terms of the Polypore International, Inc. Deferred Savings Plan (the Deferred Compensation Obligations). |
3. | Registration Statement No. 333-174172, filed on May 13, 2011, registering 3,000,000 shares of Common Stock, issuable under the 2007 Plan. |
4. | Registration Statement No. 333-144846, filed on July 25, 2007, registering 1,751,963 shares of Common Stock, issuable under the 2007 Plan and 2,141,602 shares of Common Stock, issuable under the Polypore International, Inc. 2006 Stock Option Plan. |
On August 26, 2015, pursuant to the Asset Purchase Agreement and the Agreement and Plan of Merger, dated February 23, 2015, among the Company, 3M Company (3M), Asahi Kasei Corporation (Parent) and ESM Holdings Corporation, a wholly-owned subsidiary of Parent (Merger Sub), the Company sold its Separations Media Business to 3M and, immediately thereafter, the Company merged with Merger Sub, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the Merger). In connection with the Merger, the Company has terminated all offerings of the Companys securities pursuant to the Registration Statements. Accordingly, pursuant to the undertaking contained in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities being registered which remain unsold or unincurred at the termination of the offering, the Company is filing this post-effective amendment to the Registration Statements to deregister all of such securities of the Company registered but unsold or unincurred as of the effective time of the Merger under the Registration Statements, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act, Polypore International, Inc. 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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, state of North Carolina, on this 31st day of August, 2015.
POLYPORE INTERNATIONAL, INC. | ||
By: | /s/ Lynn Amos | |
Lynn Amos | ||
Chief Financial Officer |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date | ||
/s/ Shigeki Takayama Shigeki Takayama |
Chief Executive Officer and Director (Principal Executive Officer) |
August 31, 2015 | ||
/s/ Lynn Amos Lynn Amos |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
August 31, 2015 | ||
/s/ Hideki Kobori Hideki Kobori |
Director | August 31, 2015 | ||
/s/ Shinchiro Nei Shinichiro Nei |
Director | August 31, 2015 |