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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 | |
---|---|---|---|---|---|---|---|---|
0.47 | 0.48% | 98.52 | 99.22 | 97.88 | 98.60 | 262,187 | 01:00:00 |
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
(1)(2)
|
Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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||||||
Common Stock, par value $0.01 per share
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21,000
(3)
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$113.51
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$2,383,710
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$276.28
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||||||
(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (this “Registration Statement”) also covers an indeterminate number of additional shares of Ashland Global Holdings Inc. common stock, par value $0.01 per share (“Ashland Common Stock”) which become issuable under the employee benefit plans described above by reason of a stock split, stock dividend or similar transaction that results in an increase in the number of shares of Common Stock outstanding. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of plan interests to be offered or sold pursuant to the Valvoline 401(k) Plan.
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|||||||||
(2)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act on the basis of the average of the high and low prices of Ashland Common Stock as reported on the New York Stock Exchange on December 14, 2016.
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(3)
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Represents (a) 20,000 shares of Ashland Common Stock issuable pursuant to the Valvoline Inc. 2016 Deferred Compensation Plan for Employees (the “Valvoline Employee Deferred Compensation Plan”) and (b) 1,000 shares of Ashland Common Stock that may be purchased pursuant to the Valvoline 401(k) Plan (together with the Valvoline Deferred Compensation Plan, the “Valvoline Plans”). The 1,000 shares of Ashland Common Stock that may be purchased pursuant to the Valvoline 401(k) Plan represent shares of Ashland Common Stock that may be purchased by participants in the Valvoline 401(k) Plan who are making contributions thereto through payroll deductions and have elected to invest such contributions in shares of Ashland Common Stock, as well as shares of Common Stock that may be allocated to such participants’ accounts as a result of matching contributions.
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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;
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(b)
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Ashland
’
s Current Report on Form 8-K filed on November 28, 2016; and
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(c)
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Ashland’s Amended and Restated Certificate of Incorporation filed on August 3, 2016 as Annex II to Ashland’s Registration Statement on Form S-4 (the “Certificate”), in which are described the terms, rights and provisions applicable to the Ashland Common Stock.
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(a)
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The undersigned registrant hereby undertakes:
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(1)
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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)
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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.
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(3)
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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.
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(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 16, 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 16, 2016
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J. Kevin Willis
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*
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Vice President and Controller
(Principal Accounting Officer) |
December 16, 2016
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J. William Heitman
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*
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Director
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December 16, 2016
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Brendan M. Cummins
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*
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Director
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December 16, 2016
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William G. Dempsey
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*
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Director
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December 16, 2016
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Stephen F. Kirk
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*
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Director
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December 16, 2016
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Vada O. Manager
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*
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Director
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December 16, 2016
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Barry W. Perry
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*
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Director
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December 16, 2016
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Mark C. Rohr
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*
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Director
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December 16, 2016
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George A. Schaefer, Jr.
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*
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Director
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December 16, 2016
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Janice J. Teal, Ph.D. | ||||
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Director
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December 16, 2016
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*
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Michael J. Ward |
*
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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
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|||
December 16, 2016
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VALVOLINE 401(k) PLAN
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By:
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/s/ Sara K. Stensrud | |
Sara K. Stensrud
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Chief People and Communication Officer of Valvoline
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Exhibit
No. |
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Description of Exhibit
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3.1
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Amended and Restated Certificate of Incorporation of Ashland Global Holdings Inc. (filed as Exhibit 3.1 to Ashland’s Form 8-K filed on September 20, 2016 (SEC File No. 001-32532), and incorporated by reference herein).
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3.2
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Amended and Restated By-laws of Ashland Global Holdings Inc. (filed as Exhibit 3.2 to Ashland’s Form 10-K for the fiscal year ended September 30, 2016 (SEC File No. 333-211719), and incorporated by reference herein).
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*4.1
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Valvoline Inc. 2016 Deferred Compensation Plan for Employees.
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*4.2
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Valvoline 401(k) Plan.
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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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