As filed with the Securities and Exchange Commission on January 8, 2016
Registration No. 333-177269
Registration No. 333-140368
Registration No. 333-124886
Registration No. 333-93085
Registration No. 333-75026
Registration No. 333-70877
Registration No. 333-45059
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-177269
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-140368
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-124886
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-93085
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-75026
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-70877
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-45059
BREEZE-EASTERN CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 95-4062211 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
35 Melanie Lane
Whippany, NJ 07981
(973) 602-1001
(Address and telephone number, including area code, of principal executive offices)
2012 Incentive Compensation Plan
2006 Long-Term Incentive Plan
2004 Long-Term Incentive Plan
1999 Long-Term Incentive Plan
Non-Employee Directors’ Stock Option Plan
Transtechnology Corporation Retirement Savings Plan
1992 Long-Term Incentive Plan
(Full title of the plans)
Halle Fine Terrion
General Counsel and Chief Compliance Officer
TransDigm Group Incorporated
1301 East 9th Street, Suite 3000
Cleveland, Ohio 44114
(216) 706-2960
(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 definition of “accelerated filer,” “large 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 | x | |||
DEREGISTRATION OF SHARES
These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) of Breeze-Eastern Corporation (the “Registrant”):
File No. 333-177269, pertaining to the registration of 750,000 shares of the Registrant’s common stock, $0.01 par value per share (“Common Stock”), issuable under the Registrant’s 2012 Incentive Compensation Plan (the “Plan”), which was filed with the Securities and Exchange Commission (the “SEC”) on October 12, 2011;
File No. 333-140368, pertaining to the registration of 500,000 shares of Common Stock issuable under the Registrant’s 2006 Long-Term Incentive Plan, which was filed with the SEC on January 31, 2007;
File No. 333-124886, pertaining to the registration of 200,000 shares of Common Stock issuable under the Registrant’s 2004 Long-Term Incentive Plan, which was filed with the SEC on May 13, 2005;
File No. 333-93085, pertaining to the registration of 300,000 shares of Common Stock issuable under the Registrant’s 1999 Long-Term Incentive Plan, which was filed with the SEC on December 20, 1999;
File No. 333-75026, pertaining to the registration of 200,000 shares of Common Stock issuable under the Registrant’s Non-Employee Directors’ Stock Option Plan and Transtechnology Corporation Retirement Savings Plan, which was filed with the SEC on December 13, 2001;
File No. 333-70877, pertaining to the registration of 150,000 shares of Common Stock issuable under the Registrant’s Non-Employee Directors’ Stock Option Plan, which was filed with the SEC on January 21, 1999; and
File No. 333-45059, pertaining to the registration of 230,000 shares of Common Stock issuable under the Registrant’s 1992 Long-Term Incentive Plan, which was filed with the SEC on January 28, 1998.
On January 4, 2016, pursuant to the terms of the Agreement and Plan of Merger, dated November 18, 2015, by and among the Registrant, TransDigm Group Incorporated, a Delaware corporation (“Parent”), and Hook Acquisition Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”) with the Registrant surviving as an indirect wholly-owned subsidiary of Parent.
As a result of the Merger, the Registrant has terminated all offerings of securities pursuant to the Registration Statements. In accordance with undertakings made by the Registrant to remove from registration, by means of a post-effective amendment, any securities registered under the Registration Statements that remain unsold at the termination of such offering, the Registrant hereby removes from registration all securities registered under the Registration Statements that remain unsold as of the effective time of the Merger, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Cleveland, in the State of Ohio, on the 8th day of January, 2016.
| BREEZE-EASTERN CORPORATION | ||
| By: | /s/ Terrance Paradie | |
| Terrance Paradie President | ||
No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.