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As filed with the Securities and Exchange Commission on September 8, 2009.
Registration Nos. 2-33-14542
333-37580
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-8 (No. 2-33-14542)
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 (No. 333-37580)
FORM S-8
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
(State or other jurisdiction of incorporation or organization)
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98-0355628
(I.R.S. Employer Identification No.) |
600 Travis, Suite 5600
Houston, Texas
(Address of Principal Executive Offices)
Cooper Industries, Inc. Amended and Restated 1989 Employee Stock Purchase Plan
Cooper (UK) Employee Share Purchase Plan
(Full Title of the Plans)
Terrance V. Helz
Associate General Counsel and Secretary
600 Travis, Suite 5600
Houston, Texas 77002
(Name and address of agent for service)
(713) 209-8400
(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:
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Large accelerated filer þ
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Accelerated filer o |
Non-accelerated filer o
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Smaller reporting company o |
(do not check if smaller reporting company) |
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TABLE OF CONTENTS
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this Post-Effective Amendment) relates to (i) the
Registration Statement on Form S-8 (Registration No. 2-33-14542) filed by Cooper Industries, Inc.
(Cooper Ohio) with the Securities and Exchange Commission (the SEC) on May 27, 1987, as amended
by Post-Effective Amendment No. 1 thereto filed by Cooper Ohio with the SEC on June 15, 1989, as
further amended by Post-Effective Amendment No. 2 thereto filed by Cooper Ohio with the SEC on July
21, 1999 and as further amended by Post-Effective Amendment No. 3 thereto filed by Cooper
Industries, Ltd. (the Company) with the SEC on May 22, 2002 (as so amended, the ESPP
Registration Statement) and (ii) the Registration Statement on Form S-8 (Registration No.
333-37580) filed by Cooper Ohio with the SEC on May 22, 2000, as amended by Post-Effective
Amendment No. 1 thereto filed by the Company with the SEC on May 22, 2002 (as so amended, the UK
ESPP Registration Statement and, together with the ESPP Registration Statement, the Registration
Statements). The ESPP Registration Statement registered 4,800,000 Class A common shares of the
Company (and associated preferred share purchase rights) (which increased to 9,600,000 as a result
of the two-for-one stock split effected by the Company on March 15, 2007) issuable pursuant to
options granted under the Cooper Industries, Inc. Amended and Restated 1989 Employee Stock Purchase
Plan (the ESPP), and the UK ESPP Registration Statement registered 500,000 Class A common shares
of the Company (and associated preferred share purchase rights) (which increased to 1,000,000 as a
result of the two-for-one stock split effected by the Company on March 15, 2007) issuable pursuant
to options granted under the Cooper (UK) Employee Share Purchase Plan (the UK ESPP and, together
with the ESPP, the Plans). With respect to the ESPP Registration Statement, this is
Post-Effective Amendment No. 4. With respect to the UK ESPP Registration Statement, this is
Post-Effective Amendment No. 2. The Company has terminated both Plans and no options issued under
either Plan remain outstanding. The Company is filing this Post-Effective Amendment to remove from
registration the 3,881,770 Class A common shares (and associated preferred share purchase rights)
not heretofore sold under the ESPP Registration Statement and the 989,360 Class A common shares
(and associated preferred share purchase rights) not heretofore sold under the UK ESPP Registration
Statement. The respective Registration Statement are hereby amended, as appropriate, to reflect
the deregistration of such securities.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
For the list of exhibits, see the Exhibit Index to this Post-Effective Amendment, which is
incorporated into this Item 8 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-8 and has duly caused this Post-Effective Amendment 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 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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Date |
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/s/ Kirk S. Hachigian
Kirk S. Hachigian |
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Chairman, President and
Chief Executive Officer
(principal executive officer)
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September 8, 2009 |
/s/ Terry A. Klebe
Terry A. Klebe |
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Senior Vice President and
Chief Financial Officer
(principal financial officer)
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September 8, 2009 |
/s/ Rick L. Johnson
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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Ivor J. Evans |
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Director
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September 8, 2009 |
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Lawrence D. Kingsley |
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Director
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September 8, 2009 |
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James R. Wilson |
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Director
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September 8, 2009 |
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Stephen G. Butler |
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Director
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September 8, 2009 |
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Dan F. Smith |
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Director
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September 8, 2009 |
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Gerald B. Smith |
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Director
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September 8, 2009 |
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Mark S. Thompson |
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Director
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September 8, 2009 |
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Robert M. Devlin |
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Director
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September 8, 2009 |
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Name |
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Title |
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Date |
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Linda A. Hill |
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Director
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September 8, 2009 |
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James J. Postl |
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Director
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September 8, 2009 |
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*By
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/s/ Terrance V. Helz |
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Terrance V. Helz |
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Attorney-In-Fact |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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24.1 |
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Powers of Attorney* |