As filed with the Securities and Exchange Commission on August 24, 2023
Registration No. 33-32960
Registration No. 33-39988
Registration No. 33-55452
Registration No. 33-54677
Registration No. 333-31993
Registration No. 333-32187
Registration No. 333-60578
Registration No. 333-162036
Registration No. 333-162037
Registration No. 333-162049
Registration No. 333-190626
Registration No. 333-193713
Registration No. 333-199738
Registration No. 333-217476
Registration No. 333-223125
Registration No. 333-224618
Registration No. 333-231133
Registration No. 333-238167
Registration No. 333-256039
Registration No. 333-267014
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-32960
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-39988
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-55452
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-54677
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-31993
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-32187
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-60578
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-162036
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-162037
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-162049
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-190626
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-193713
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-199738
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-217476
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-223125
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-224618
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-231133
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-238167
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-256039
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-267014
UNDER THE SECURITIES ACT OF 1933
Diebold Nixdorf, Incorporated
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
34-0183970 (I.R.S. Employer Identification No.) |
50 Executive Pkwy, P.O. Box 2520 |
44236-1605 | |
(Address of Principal Executive Offices) |
(Zip Code) |
DIEBOLD, INCORPORATED 401(k) SAVINGS PLAN
DIEBOLD, INCORPORATED 1991 EQUITY AND PERFORMANCE INCENTIVE PLAN
DIEBOLD, INCORPORATED 401(k) SAVINGS PLAN FOR CERTAIN CANTON HOURLY EMPLOYEES
DIEBOLD, INCORPORATED 1997 MILESTONE STOCK OPTION PLAN
DIEBOLD, INCORPORATED 1991 EQUITY AND PERFORMANCE INCENTIVE PLAN (AS AMENDED AND
RESTATED AS OF JANUARY 30, 1997)
DIEBOLD, INCORPORATED 1991 EQUITY AND PERFORMANCE INCENTIVE PLAN (AS AMENDED AND RESTATED AS OF FEBRUARY 7, 2001)
DIEBOLD, INCORPORATED 1991 EQUITY AND PERFORMANCE INCENTIVE PLAN (AS AMENDED AND RESTATED AS OF APRIL 13, 2009)
DIEBOLD, INCORPORATED 401(k) SAVINGS PLAN FOR PUERTO RICO ASSOCIATES
CEO COMMON SHARES AWARD AGREEMENT BY AND BETWEEN ANDREAS W. MATTES AND DIEBOLD, INCORPORATED
2014 NON-QUALIFIED STOCK PURCHASE PLAN
AMENDED AND RESTATED 1991 EQUITY AND PERFORMANCE INCENTIVE PLAN
DIEBOLD NIXDORF, INCORPORATED 2017 EQUITY AND PERFORMANCE INCENTIVE PLAN
CEO INDUCEMENT EQUITY AWARDS
(Full title of the plans)
Elizabeth C. Radigan
Executive Vice President, Chief Legal Officer and Corporate Secretary
Diebold Nixdorf, Incorporated
50 Executive Pkwy, P.O. Box 2520
Hudson, Ohio 44236-1605
(Name and address of agent for service)
(330) 490-4000
(Telephone number, including area code, of agent for service)
With copies to:
Bradley C. Brasser, Esq.
Jones Day
90 South Seventh Street
Suite 4950
Minneapolis, Minnesota 55402 782-3939
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
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
These Post-Effective Amendments (these Post-Effective Amendments), filed by Diebold Nixdorf, Incorporated, a Delaware corporation (the Company), relate to the following Registration Statements on Form S-8 filed by the Company (each a Registration Statement, and collectively, the Registration Statements) with the U.S. Securities and Exchange Commission (the SEC):
| Registration Statement on Form S-8 (Registration No. 33-32960), filed with the SEC on January 8, 1990, pertaining to the registration of 200,000 common shares, par value $1.25 per share (Common Shares), in connection with the Diebold, Incorporated 401(k) Savings Plan (the 401(k) Plan); (P) |
| Registration Statement on Form S-8 (Registration No. 33-39988), filed with the SEC on April 16, 1991, pertaining to the registration of 645,000 Common Shares in connection with the Diebold, Incorporated 1991 Equity and Performance Incentive Plan; (P) |
| Registration Statement on Form S-8 (Registration No. 33-55452), filed with the SEC on December 3, 1992, pertaining to the registration of 10,000 Common Shares in connection with the Diebold, Incorporated 401(k) Savings Plan for Certain Canton Hourly Employees; (P) |
| Registration Statement on Form S-8 (Registration No. 33-54677), filed with the SEC on July 21, 1994, pertaining to the registration of 600,000 Common Shares in connection with the 401(k) Plan; (P) |
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(P) Paper exhibits.
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On June 1, 2023, the Company and certain of its U.S. and Canadian subsidiaries (collectively, the Debtors) filed voluntary petitions in the U.S. Bankruptcy Court for the Southern District of Texas (the U.S. Bankruptcy Court) seeking relief under chapter 11 of title 11 of the U.S. Code (the U.S. Bankruptcy Code). The cases were jointly administered under the caption In re: Diebold Holding Company, LLC, et al. (Case No. 23-90602) (the Chapter 11 Cases). Additionally, on June 1, 2023, Diebold Nixdorf Dutch Holding B.V. (Diebold Dutch) filed a scheme of arrangement relating to certain of the Companys other subsidiaries (collectively, the Dutch Scheme Companies) and commenced voluntary proceedings (the Dutch Scheme Proceedings) under the Dutch Act on Confirmation of Extrajudicial Plans (Wet homologatie onderhands akkoord) in the District Court of Amsterdam (the Dutch Court). In addition, on June 12, 2023, Diebold Dutch filed a voluntary petition under chapter 15 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court seeking recognition of the Dutch Scheme Proceedings as foreign main proceedings and related relief (the Chapter 15 Proceedings).
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On July 13, 2023, the U.S. Bankruptcy Court entered an order (the Confirmation Order) confirming the Debtors Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization (the U.S. Plan). On August 2, 2023, the Dutch Court entered an order (the WHOA Sanction Order) sanctioning the Netherlands WHOA Plan of Diebold Dutch and the Dutch Scheme Companies (the WHOA Plan) in the Dutch Scheme Proceedings. On August 7, 2023, the U.S. Bankruptcy Court entered an order in the Chapter 15 Proceedings recognizing the WHOA Plan and the WHOA Sanction Order.
On August 11, 2023 (the Effective Date), the U.S. Plan and WHOA Plan became effective in accordance with their terms and the Debtors and Dutch Scheme Companies emerged from the Chapter 11 Cases and the Dutch Scheme Proceedings. Upon filing the notice of the effective date with the U.S. Bankruptcy Court, the Chapter 15 Proceedings will be closed. As a result of the occurrence of the Effective Date, all offers and sales of the Companys securities pursuant to the Registration Statements have been terminated.
In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that were 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 Statements.
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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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hudson, State of Ohio, on August 24, 2023.
DIEBOLD NIXDORF, INCORPORATED | ||
By: | /s/ Elizabeth C. Radigan | |
Elizabeth C. Radigan | ||
Executive Vice President, Chief Legal Officer and Corporate Secretary |