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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Atlas Corporation | NYSE:ATCO | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 15.48 | 0 | 01:00:00 |
As filed with the Securities and Exchange Commission on March 28, 2023
Registration Nos. 333-239578
333-263872
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to Form S-8 Registration Statement No. 333-239578
Post-Effective Amendment No. 1
to Form S-8 Registration Statement No. 333-263872
UNDER
THE SECURITIES ACT OF 1933
Atlas Corp.
(Exact name of registrant as specified in its charter)
Republic of the Marshall Islands | 98-1529261 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
23 Berkeley Square
London, United Kingdom
W1J 6HE
Telephone: +44 20 7788 7819
(Address, including zip code, and telephone number, including area code, of principal executive office)
Atlas Corp. Amended and Restated Stock Incentive Plan
(Full title of the plan)
Puglisi & Associates
850 Library Avenue
Suite 204
Newark, Delaware 19711
Telephone: (302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Hillary H. Holmes
Mark D. Director
Gibson, Dunn & Crutcher LLP
811 Main Street, Suite 3000
Houston, Texas 77002
Telephone: (346) 718-6600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):
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 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments No. 1 (Post-Effective Amendments No. 1) to the Registration Statements on Form S-8, File Nos. 333-239578 and 333-263872 (collectively, the Registration Statements) are being filed by Atlas Corp., a Republic of the Marshall Islands corporation (Atlas or the Registrant), to deregister any and all common shares, par value $0.01 per share, of Atlas (the Common Shares) registered by the Registrant that remain unsold pursuant to the Atlas Corp. Amended and Restated Stock Incentive Plan.
Effective as of March 28, 2023, as contemplated by the Agreement and Plan of Merger, dated as of October 31, 2022, by and among the Registrant, Poseidon Acquisition Corp. (Poseidon), and Poseidon Merger Sub, Inc., a wholly-owned subsidiary of Poseidon (Merger Sub), Merger Sub merged with and into the Registrant with the Registrant continuing as the surviving corporation and a wholly-owned subsidiary of Poseidon (other than with respect to the Registrants preferred shares) (the Merger).
As part of the Merger, the Registrant has terminated any and all offerings of the Common Shares pursuant to existing registration statements, including the Registration Statements. In accordance with the undertakings made by the Registrant in these Registration Statements to remove from registration, by means of a post-effective amendment, any of the Registrants Common Shares that remain unsold at the termination of the offering, the Registrant hereby removes from registration, by means of these Post-Effective Amendments No. 1 to the Registration Statements, any and all Common Shares registered under these Registration Statements that remain unsold as of the effectiveness of the Merger on March 28, 2023.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 these Post-Effective Amendments No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, Hong Kong on March 28, 2023.
ATLAS CORP. | ||
By: | /s/ Andrew E. Derksen | |
Andrew E. Derksen | ||
Corporate Secretary and General Counsel |
Note: Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments No. 1 to the Registration Statements.
AUTHORIZED REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, as amended, the undersigned, the duly undersigned representative in the United States of Atlas Corp., has signed these Post-Effective Amendments No. 1 to the Registration Statements in the City of Newark, State of Delaware, on March 28, 2023.
PUGLISI & ASSOCIATES | ||
By: | /s/ Donald J. Puglisi | |
Name: Donald J. Puglisi Authorized Representative in the United States |
1 Year Atlas Chart |
1 Month Atlas Chart |
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