0001567619-16-003225.txt : 20161118 0001567619-16-003225.hdr.sgml : 20161118 20161118112833 ACCESSION NUMBER: 0001567619-16-003225 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161118 DATE AS OF CHANGE: 20161118 EFFECTIVENESS DATE: 20161118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCURIDE CORP CENTRAL INDEX KEY: 0000817979 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 611109077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-168507 FILM NUMBER: 162006841 BUSINESS ADDRESS: STREET 1: ACCURIDE STREET 2: 7140 OFFICE CIRCLE CITY: EVANSVILLE STATE: IN ZIP: 47715 BUSINESS PHONE: 8129625000 MAIL ADDRESS: STREET 1: 7140 OFFICE CIRCLE CITY: EVANSVILLE STATE: IN ZIP: 47715 S-8 POS 1 s001476x2x3_s8pos.htm S-8 POS
Registration No. 333-168507
Registration No. 333-197643
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
 
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-168507

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-197643

UNDER THE SECURITIES ACT OF 1933
__________________________________________
ACCURIDE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
  
61-1109077
(State of Other Jurisdiction of
 Incorporation or Organization)
  
(I.R.S. Employer
 Identification No.)
 
7140 Office Circle
Evansville, Indiana 47715
(812) 962-500
  
(Address of Principal Executive Offices)
__________________________________________
Accuride Corporation Second Amended and Restated 2010 Incentive Award Plan
Restricted Stock Unit Agreements
Accuride Corporation 2010 Incentive Award Plan
(Full Title of Plan)
 
     
 
Stephen A. Martin
Senior Vice President / General Counsel
Accuride Corporation
7140 Office Circle
Evansville, Indiana 47715
 
  
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
 
Copies to:
Ross M. Leff, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
__________________________________________

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 ☐
Accelerated filer ☒
Non-accelerated filer ☐ (Do not check if a smaller reporting company)
Smaller reporting company ☐
 
DEREGISTRATION OF SECURITIES
 
Accuride Corporation (the “Registrant”) is filing with the Securities and Exchange Commission (the “SEC”) these Post-Effective Amendments (these “Post-Effective Amendments”) in connection with the following Registration Statements on Form S-8 (each a “Registration Statement,” and collectively, the “Registration Statements”) of:

·
Registration Statement No. 333-168507, filed with the SEC on August 3, 2010, pertaining to the registration of (i) 253,624 shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Registrant for issuance pursuant to the Registrant’s individual 2010 Initial Grant Restricted Stock Unit Award Agreements and 304,353 shares of Common Stock of the Registrant for issuance pursuant to the Registrant’s individual 2010 Annual Grant Restricted Stock Unit Award Agreements to be entered into between the Company and directors of the Company  and (ii) 60,535,928 shares of Common Stock of the Registrant for issuance pursuant to the Registrant’s 2010 Incentive Award Plan; and
 
·
Registration Statement No. 333-197643, filed with the SEC on July 24, 2015, pertaining to the registration of 1,700,000 shares of Common Stock issuable under the Registrant’s Second Amended and Restated 2010 Incentive Award Plan.

On November 18, 2016, pursuant to an Agreement and Plan of Merger, dated as of September 2, 2016, by and among the Registrant, Armor Parent Corp., a Delaware corporation (“Parent”), and Armor Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as a wholly owned subsidiary of Parent.

As a result of the Merger, the Registrant has terminated any offerings of securities pursuant to the Registration Statements.  Accordingly, the Registrant is filing these Post-Effective Amendments to the Registration Statements pursuant to Rule 478 under the Securities Act of 1933, as amended, to terminate the effectiveness of the Registration Statements, and, in accordance with the undertakings made by the Registrant in the Registration Statements, to remove from registration any and all of the securities previously registered under the Registration Statements that remain unsold as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of all such securities.
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, Accuride Corporation, 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 Evansville, Indiana, on the 18 day of November, 2016.
 
 
ACCURIDE CORPORATION
 
 
 
 
By:
/s/ Stephen A. Martin
 
 
Stephen A. Martin
 
 
Senior Vice President / General Counsel
 
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.