As
filed with the Securities and Exchange Commission on September 8, 2009.
Registration No. 333-24237
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Cooper Industries, Ltd.
(Exact name of registrant as specified in its charter)
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Bermuda
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98-0355628 |
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
600 Travis, Suite 5600
Houston, Texas
(713) 209-8400
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Terrance V. Helz
Associate General Counsel and Secretary
600 Travis, Suite 5600
Houston, Texas 77002
(713) 209-8400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to public: Not applicable
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box: ý
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: o
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. o
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. o
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. o
If this Form is a post-effective amendment 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. o
TABLE OF CONTENTS
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 (this Post-Effective Amendment No. 2) relates to the
Registration Statement on Form S-3 (Registration No. 333-24237) filed by Cooper Industries, Inc.
(Cooper Ohio) with the Securities and Exchange Commission (the SEC) on March 31, 1997, as
amended by Post-Effective Amendment No. 1 thereto filed by Cooper Industries, Ltd. (the Company)
with the SEC on May 22, 2002 (as so amended, the Old Registration Statement). The Old
Registration Statement registered 300,000 Class A common shares of the Company (and associated
preferred share purchase rights) issuable pursuant to the Cooper Industries, Inc. Dividend
Reinvestment and Stock Purchase Plan (the Old Plan). Subsequent to filing Post-Effective
Amendment No. 1 to the Old Registration Statement, the Company filed on November 25, 2002 a new
registration statement on Form S-3 (Registration No. 333-101451) (the New Registration Statement)
registering 300,000 Class A common shares of the Company (and associated preferred share purchase
rights) issuable pursuant to an amended and restated version of the Old Plan (as
so amended and restated, the Amended and Restated Plan). The Company is filing this
Post-Effective Amendment No. 2 to remove from registration the Class A common shares (and
associated preferred share purchase rights) not heretofore sold under the Old Registration
Statement. The Old Registration Statement is hereby amended, as appropriate, to reflect the
deregistration of such securities. This Post-Effective Amendment No. 2 relates solely to the Old
Registration Statement, and does not affect the New Registration Statement or the registration
thereunder of securities issuable pursuant to the Amended and Restated Plan.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
For the list of exhibits, see the Exhibit Index to this Post-Effective Amendment No. 2, which
is incorporated into this Item 16 by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State
of Texas, on this 8th day of September, 2009.
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COOPER INDUSTRIES, LTD.
(Registrant)
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By: |
/s/ Terry A. Klebe
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Terry A. Klebe |
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Senior Vice President and Chief Financial Officer |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 2 has been signed below by the following persons in the capacities and on the dates
indicated.
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Name |
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Title |
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/s/ Kirk S. Hachigian
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Chairman, President and
Chief
Executive Officer
(principal executive officer) |
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September 8, 2009 |
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/s/ Terry A. Klebe
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Senior Vice President and
Chief
Financial Officer |
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September 8, 2009 |
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(principal financial officer) |
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/s/ Rick L. Johnson
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Vice President, Controller and
Chief
Accounting Officer
(principal accounting officer) |
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September 8, 2009 |
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Director
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September 8, 2009 |
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Director
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September 8, 2009 |
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Director
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September 8, 2009 |
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Director
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September 8, 2009 |
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Director
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September 8, 2009 |
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Director
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September 8, 2009 |
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Director
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September 8, 2009 |
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