Post-effective Amendment to an Automatic Shelf Registration of Form S-3asr or Form F-3asr (posasr)

As filed with the Securities and Exchange Commission on November 21, 2017

Registration No. 333-207924

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO FORM S-3 REGISTRATION STATEMENT NO. 333-207924

 

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

VWR Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		26-0237871
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Radnor Corporate Center Building One, Suite 200 Radnor, Pennsylvania		19087
(Address of Principal Executive Offices)		(Zip Code)

George Van Kula

Senior Vice President, Human Resources, General Counsel and Secretary

Radnor Corporate Center

Building One, Suite 200

100 Matsonford Road

Radnor, Pennsylvania 19087

[phone]

(Name and address of agent for service and telephone number, including area code, of agent for service)

 

 

Copies to:

Dennis M. Myers, P.C.

Robert Goedert

Kirkland & Ellis LLP

300 N. LaSalle

Chicago, Illinois 60654

[phone]

 

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

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.  ☐

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.  ☐

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.  ☐

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.  ☒

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.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

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DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment (this “Post-Effective Amendment”), filed by VWR Corporation, a Delaware corporation (the “Company”), relates to the Registration Statement on Form S-3 (No. 333-207924) filed by the Company (the “Registration Statement”) with the U.S. Securities and Exchange Commission on November 10, 2015, pertaining to the registration of an indeterminate amount of shares of common stock, par value $0.01 per share, of the Company.

On November 21, 2017, the Company completed its previously announced merger (the “Merger”) with Vail Acquisition Corp (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Avantor, Inc., a Delaware corporation (“Avantor”), pursuant to that certain Agreement and Plan of Merger, dated as of May 4, 2017, by and among Avantor, Merger Sub and the Company. The Company was the surviving corporation in the Merger and, as a result of the Merger, has become a wholly-owned subsidiary of Avantor. As a result of the Merger, all offers and sales of the Company’s securities pursuant to the Registration Statement have been terminated.

In accordance with undertakings made by the Company in the Registration Statement to remove from registration, by means of a Post-Effective Amendment, any of the securities that were registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statement as of the date hereof.

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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 authorized this Post-Effective Amendment to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Radnor, State of Pennsylvania, on this 21st day of November, 2017.

 

VWR CORPORATION
By:		/s/ George Van Kula
Name:		George Van Kula
Title:		Senior Vice President, Human Resources, General Counsel and Secretary

No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.