0001193125-15-062800.txt : 20150225 0001193125-15-062800.hdr.sgml : 20150225 20150225171353 ACCESSION NUMBER: 0001193125-15-062800 CONFORMED SUBMISSION TYPE: POSASR PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20150225 DATE AS OF CHANGE: 20150225 EFFECTIVENESS DATE: 20150225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARMSTRONG WORLD INDUSTRIES INC CENTRAL INDEX KEY: 0000007431 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 230366390 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-202253 FILM NUMBER: 15648875 BUSINESS ADDRESS: STREET 1: 2500 COLUMBIA AVE CITY: LANCASTER STATE: PA ZIP: 17603 BUSINESS PHONE: 7173970611 MAIL ADDRESS: STREET 1: 2500 COLUMBIA AVE CITY: LANCASTER STATE: PA ZIP: 17603 FORMER COMPANY: FORMER CONFORMED NAME: ARMSTRONG CORK CO DATE OF NAME CHANGE: 19800611 POSASR 1 d881526dposasr.htm POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 Post Effective Amendment No. 1 to Form S-3

As filed with the Securities and Exchange Commission on February 25, 2015

Registration No. 333-202253

 

 

 

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

 

 

ARMSTRONG WORLD INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Pennsylvania   23-0366390
(State of Incorporation)  

(I.R.S. Employer

Identification No.)

2500 Columbia Avenue

P.O. Box 3001

Lancaster, Pennsylvania 17603

Telephone: (717) 397-0611

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Mark A. Hershey

Senior Vice President, General Counsel and Chief Compliance Officer

Armstrong World Industries, Inc.

2500 Columbia Avenue

P.O. Box 3001

Lancaster, Pennsylvania 17603

Telephone: (717) 397-0611

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

James W. McKenzie, Jr.

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

Telephone: (215) 963-5000

 

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement

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.  x

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 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):

 

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

 

 

 

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-202253) (the “Registration Statement”) is being filed pursuant to Rule 462(d) of the Securities Act of 1933, as amended, solely to replace Exhibits 23.1 and 23.2 to the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits.

The exhibits to this registration statement are listed in the “Exhibit Index” following the signature pages hereto and are incorporated by reference herein.

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 the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Commonwealth of Pennsylvania, on the 25th of February, 2015.

 

ARMSTRONG WORLD INDUSTRIES, INC.
By:  

/s/ Stephen F. McNamara

Name:   Stephen F. McNamara
Title:   Vice President and Controller

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

*

    President, Chief Executive Officer and   February 25, 2015
Matthew J. Espe    Director (Principal Executive Officer)  

*

    Senior Vice President and Chief Financial   February 25, 2015
David S. Schulz    Officer (Principal Financial Officer)  

/s/ Stephen F. McNamara

    Vice President and Controller   February 25, 2015
Stephen F. McNamara    (Principal Accounting Officer)  

*

    Director   February 25, 2015
Stanley A. Askren     

*

    Director   February 25, 2015
James J. Gaffney     

*

    Director   February 25, 2015
Tao Huang     

*

    Director   February 25, 2015
Michael F. Johnston     

*

    Director   February 25, 2015
Jeffrey Liaw     

*

    Director   February 25, 2015
Larry S. McWilliams     

*

    Director   February 25, 2015
James C. Melville     

*

    Director   February 25, 2015
James J. O’Connor     

*

    Director   February 25, 2015
John J. Roberts     

*

    Director   February 25, 2015
Gregory P. Spivy     

*

    Director   February 25, 2015
Richard E. Wenz     

 

*By:  

/s/ Mark A. Hershey

  Mark A. Hershey, Attorney-in-Fact

EXHIBIT INDEX

 

Exhibit

Number

     
23.1*    Consent of KPMG LLP.
23.2*    Consent of KPMG LLP.
24.1**    Power of Attorney.

 

* Filed herein.
** Previously filed.
EX-23.1 2 d881526dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Armstrong World Industries, Inc.:

We consent to the incorporation by reference in this registration statement on Form S-3 of Armstrong World Industries, Inc. (the “Company”) of our reports dated February 23, 2015 with respect to the consolidated balance sheets of the Company and its subsidiaries as of December 31, 2014 and 2013, the related consolidated statements of earnings and comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2014 and the related financial statement schedule and the effectiveness of internal control over financial reporting as of December 31, 2014, which reports appear in the Company’s annual report on Form 10-K for the year ended December 31, 2014 and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Philadelphia, Pennsylvania

February 24, 2015

EX-23.2 3 d881526dex232.htm EX-23.2 EX-23.2

Exhibit 23.2

Consent of Independent Auditors

The Board of Directors

Worthington Armstrong Venture:

We consent to the incorporation by reference in this registration statement on Form S-3 of Armstrong World Industries, Inc. (the “Company”) of our report dated February 16, 2015 with respect to the consolidated balance sheets of Worthington Armstrong Venture and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income and comprehensive income, partners’ deficit, and cash flows for each of the years in the three-year period ended December 31, 2014, which report appears in the Company’s annual report on Form 10-K for the year ended December 31, 2014.

/s/ KPMG LLP

Philadelphia, Pennsylvania

February 24, 2015