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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 | |
---|---|---|---|---|---|---|---|---|
0.68 | 0.70% | 98.02 | 98.765 | 97.24 | 97.58 | 364,227 | 00:07:45 |
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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CALCULATION OF REGISTRATION FEE
|
|||||||
Title of Securities
to be Registered
|
Amount to be Registered (1)
|
Proposed
Maximum
Offering Price
Per Share (2)
|
Proposed
Maximum
Aggregate
Offering Price (2)
|
Amount of
Registration Fee
|
|||
Common Stock, par value $0.01 per share
|
3,311,779
|
$70.85
|
$234,639,542
|
$29,213
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “
Securities Act
”), this registration statement on Form S-8 (this “
Registration Statement
”) also covers such indeterminate number of additional shares of common stock, par value $0.01 per share (“
Common Stock
”) of Ashland Global Holdings Inc., a Delaware corporation (“
Ashland
”), as may become issuable under the Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan (the “
2018 Omnibus Plan
”) in connection with a stock split, stock dividend, recapitalization or similar transaction that results in an increase in the number of shares of Common Stock of Ashland.
|
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(2)
|
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) under the Securities Act, and on the basis of the average of the high and low prices of Ashland’s Common Stock, as reported on the New York Stock Exchange on January 30, 2018.
|
Item 3.
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Incorporation of Documents by Reference.
|
(a)
|
Ashland’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017, filed with the Commission on November 20, 2017;
|
(b)
|
Ashland’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2017, filed with the Commission on January 30, 2018;
|
(c)
|
Ashland’s Current Reports on Form 8-K filed with the Commission on November 17, 2017, November 28, 2017 and January 26, 2018; and
|
(d)
|
The description of the shares of the Common Stock of Ashland contained in Ashland’s Registration Statement on Form S-4, filed with the Commission on August 3, 2016, including any amendments or reports filed for the purpose of updating such description.
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Item 4.
|
Description of Securities.
|
Not applicable.
|
Item 5.
|
Interests of Named Experts and Counsel.
|
Item 6.
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Indemnification of Directors and Officers.
|
Item 7.
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Exemption from Registration Claimed.
|
Not applicable.
|
Item 8.
|
Exhibits.
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Exhibit No.
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Description of Exhibit
|
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Item 9.
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Undertakings.
|
(a) |
The undersigned registrant hereby undertakes:
|
(1) |
to file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement:
|
(i) |
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
(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 this 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
|
(iii) |
to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
|
(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, 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 hereby which remain unsold at the termination of the offering.
|
(b) |
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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) |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 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.
|
Pursuant to the requirements of the Securities Act of 1933, Ashland 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 2
nd
day of February, 2018.
|
ASHLAND GLOBAL HOLDINGS INC.
|
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(Registrant)
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February 2, 2018
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/s/ Peter J. Ganz
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Peter J. Ganz
|
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Senior Vice President, General Counsel and Secretary
|
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
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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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/s/ Peter J. Ganz
|
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Peter J. Ganz
|
Attorney-in-Fact
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February 2, 2018
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