-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F+8xqORftpkEUSRO/RgBhygpRwpcvP/qU+bT4c9CiR0DFg7Qqb0IIOdl1ND9zMHi jOnfBnlfg87tGsFiMROmfA== 0000950123-11-005099.txt : 20110125 0000950123-11-005099.hdr.sgml : 20110125 20110125135429 ACCESSION NUMBER: 0000950123-11-005099 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110125 DATE AS OF CHANGE: 20110125 EFFECTIVENESS DATE: 20110125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCK OF AGES CORP CENTRAL INDEX KEY: 0000084581 STANDARD INDUSTRIAL CLASSIFICATION: CUT STONE & STONE PRODUCTS [3281] IRS NUMBER: 030153200 STATE OF INCORPORATION: DE FISCAL YEAR END: 1116 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-45617 FILM NUMBER: 11546076 BUSINESS ADDRESS: STREET 1: 560 GRANITEVILLE ROAD CITY: GRANITEVILLE STATE: VT ZIP: 05654 BUSINESS PHONE: 800-421-0166 MAIL ADDRESS: STREET 1: 560 GRANITEVILLE ROAD CITY: GRANITEVILLE STATE: VT ZIP: 05654 S-8 POS 1 b84385asv8pos.htm FORM S-8 POS sv8pos
As filed with the Securities Exchange Commission on January 25, 2011
Registration No: 333-45617
Registration No: 333-128474
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-45617
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-128474
UNDER THE SECURITIES ACT OF 1933
Rock of Ages Corporation
 
(Exact name of registrant as specified in its charter)
     
Vermont   03-0153200
 
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
560 Graniteville Road
Graniteville, Vermont 05654
 
(Address of Principal Executive Offices) (Zip Code)
Rock of Ages Corporation Amended and Restated 1994 Stock Plan
Rock of Ages Corporation 2005 Stock Plan
 
(Full title of the plans)
Robert L. Pope
Chief Executive Officer
Rock of Ages Corp.
c/o Swenson Granite Company LLC
369 North State Street
Concord, NH 03301
 
(Name and address of agent for service)
(603) 225-2783
 
(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
             
Large accelerated Filer o   Accelerated Filer o   Non-accelerated Filer o   Smaller reporting company þ
        (Do not check if a smaller reporting company)    
 
 

 

 

EXPLANATORY NOTE
DEREGISTRATION OF UNSOLD SECURITIES
     These Post-Effective Amendments relate to the following Registration Statements on Form S-8 of Rock of Ages Corporation (the “Company”) (together, the “Registration Statements”):
     Registration No. 333-45617, pertaining to the registration of 1,500,000 shares of Class A common stock, no par value (the “Class A Common Stock”), and 862,500 shares of Class B common stock, no par value (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), which was filed with the Securities Exchange Commission (the “SEC”) and became effective on February 5, 1998; and
     Registration No. 333-128474, pertaining to the registration of 550,000 shares of Class A Common Stock, which was filed with the SEC and became effective on September 21, 2005.
     Each of the Registration Statements was amended on May 18, 2010 as a result of the Company’s reincorporation in the State of Vermont from the State of Delaware.
     On October 18, 2010, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Swenson Granite Company LLC (“Parent”), a Delaware limited liability company, and Granite Acquisition, LLC, a Vermont limited liability company wholly owned by Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). The Merger became effective on January 19, 2011 as a result of the filing of Articles of Merger with the Secretary of State of Vermont.
     The offerings 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 post-effective amendments, any of the securities which remain unsold at the termination of the respective offerings, the Company hereby removes from registration the securities of the Company registered but unsold under the Registration Statements.
     As no securities are being registered herein, the sole purpose being to terminate and deregister, the disclosure requirements for exhibits under Regulation S-K Item 601 are inapplicable to this filing.

 

 

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 an amendment on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Graniteville, State of Vermont, on January 25, 2011.
         
  ROCK OF AGES CORPORATION
 		  
  By:   /s/ Robert L. Pope    
    Name:   Robert L. Pope   
    Title:   Chief Executive Officer   
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant in the capacities and on the date indicated.
         
Signature   Title   Date
 
        
 
  Chief Executive
Officer (Principal Executive		    
/s/ Robert L. Pope
 
Robert L. Pope
  Officer) and Director    January 25, 2011
 
        
 
  Vice President, Chief Financial
Officer, Treasurer and Assistant
Secretary (Principal Financial Officer and 		   
/s/ Laura A. Plude
 
Laura A. Plude
  Principal Accounting Officer)    January 25, 2011
 
        
/s/ Kurt M. Swenson
 
Kurt M. Swenson
  Director    January 25, 2011
 
        
/s/ Kevin C. Swenson
 
Kevin C. Swenson
  Director    January 25, 2011

 

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