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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ashland Inc | NYSE:ASH | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-1.69 | -1.74% | 95.33 | 96.92 | 95.33 | 96.02 | 370,616 | 22:18:58 |
Delaware
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81-2587835
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(State of incorporation)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
(Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Title of Securities
to be Registered
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Amount
to be
Registered
|
Proposed
Maximum
Offering Price
Per Share
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount of
Registration Fee
|
Deferred Compensation Obligations
(1)
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$24,500,000
(2)
|
100%
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$24,500,000 | $2,839.55 |
(1)
|
The Deferred Compensation Obligations (the “Obligations”) are general unsecured and unfunded obligations of Ashland Global Holdings Inc. to pay deferred compensation in the future in accordance with the terms of the Amended and Restated Ashland Inc. Deferred Compensation Plan for Employees (2005) (the “Employee Deferred Compensation Plan”) and the Amended and Restated Ashland Inc. Deferred Compensation Plan for Non-Employee Directors (2005) (the “Non-Employee Director Deferred Compensation Plan” and, together with the Employee Deferred Compensation Plan, the “Plans”).
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), the amount of Obligations registered is based on an estimate of the amount of compensation participants may defer under the Plans. T
otals of $20,000,000 and $4,500,000 are reserved as Obligations under the Employee Deferred Compensation Plan and Non-Employee Director Deferred Compensation Plan, respectively.
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(a)
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Ashland
’
s Annual Report filed on Form 10-K for the fiscal year ended September 30, 2016, filed with the Commission on November 21, 2016; and
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(b)
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Ashland
’
s Current Report on Form 8-K filed on November 28, 2016.
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(a)
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The undersigned registrant hereby undertakes:
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(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: | |
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(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the
“
Calculation of Registration Fee
”
table in the effective registration statement; and
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(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
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(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b)
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant
’
s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan
’
s annual report pursuant to Section 15(d) of the Exchange Act), that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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ASHLAND GLOBAL HOLDINGS INC. | |||
(Registrant) | |||
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By:
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/s/ Peter J. Ganz | |
Name: Peter J. Ganz | |||
Title: Senior Vice President, General Counsel and Secretary |
Signature
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Title
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Date
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||
*
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Chairman of the Board, Chief Executive
Officer and Director (Principal Executive Officer) |
December 13, 2016
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William A. Wulfsohn
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||||
*
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Senior Vice President and Chief Financial
Officer (Principal Financial Officer) |
December 13, 2016
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J. Kevin Willis
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||||
*
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Vice President and Controller
(Principal Accounting Officer) |
December 13, 2016
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J. William Heitman
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||||
*
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Director
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December 13, 2016
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Brendan M. Cummins
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*
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Director
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December 13, 2016
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William G. Dempsey
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||||
*
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Director
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December 13, 2016
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Stephen F. Kirk
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*
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Director
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December 13, 2016
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Vada O. Manager
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||||
*
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Director
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December 13, 2016
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Barry W. Perry
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||||
*
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Director
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December 13, 2016
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Mark C. Rohr
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*
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Director
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December 13, 2016
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George A. Schaefer, Jr.
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*
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Director
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December 13, 2016
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Janice J. Teal, Ph.D.
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*
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Director
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December 13, 2016
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Michael J. Ward
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*
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The undersigned, by signing his name hereto, executes this Registration Statement pursuant to a power of attorney executed by the above-named persons and filed with the Securities and Exchange Commission as an Exhibit to this Registration Statement.
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*By:
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/s/ Peter J. Ganz | |
Peter J. Ganz | |||
Attorney-in-Fact | |||
December 13, 2016 |
Exhibit
No.
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Description of Exhibit
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4.1
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Amended and Restated Ashland Inc. Deferred Compensation Plan for Employees (2005) (as assumed by Ashland Global Holdings Inc.) (filed as Exhibit 10.3 to Ashland’s Form 10-K for the fiscal year ended September 30, 2008 (SEC File No. 001-32532), and incorporated herein by reference).
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4.2
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Amended and Restated Ashland Inc. Deferred Compensation Plan for Non-Employee Directors (2005) (as assumed by Ashland Global Holdings Inc.) (filed as Exhibit 10.4 to Ashland’s Form 10-K for the fiscal year ended September 30, 2008 (SEC File No. 001-32532), and incorporated herein by reference).
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4.3
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Amendment to the Amended and Restated Ashland Inc. Deferred Compensation Plan for Non-Employee Directors (2005) (as assumed by Ashland Global Holdings Inc.) (filed as Exhibit 10.4 to Ashland’s Form 10-Q for the quarter ended March 31, 2015 (SEC File No. 001-32532) and incorporated herein by reference).
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*5.1
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Opinion of Cravath, Swaine & Moore LLP.
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*23.1
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Consent of Ernst & Young LLP.
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*23.2
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Consent of PricewaterhouseCoopers LLP.
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*23.3
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Consent of Cravath, Swaine & Moore LLP (contained in its opinion filed as Exhibit 5.1).
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*23.4
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Consent of Hamilton, Rabinovitz & Associates, Inc.
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*24.1
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Power of Attorney of each person whose signature on this Registration Statement was signed by another pursuant to a power of attorney.
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*
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Filed herewith.
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