Post-effective Amendment to an S-8 Filing (s-8 Pos)

As filed with the Securities and Exchange Commission on July 1, 2015

 Registration Statement File No. 333-192343

Registration Statement File No. 333-192342

Registration Statement File No. 333-178068

Registration Statement File No. 333-170664

Registration Statement File No. 333-170661

Registration Statement File No. 333-161567

Registration Statement File No. 333-147176

Registration Statement File No. 333-147175

Registration Statement File No. 333-127861

Registration Statement File No. 333-116862

Registration Statement File No. 333-116860

Registration Statement File No. 333-113183

Registration Statement File No. 333-91660

Registration Statement File No. 333-81642

Registration Statement File No. 333-81640

Registration Statement File No. 333-81638

Registration Statement File No. 333-81636

Registration Statement File No. 333-81634

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-192343)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-192342)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-178068)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-170664)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-170661)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-161567)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-147176)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-147175)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-127861)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-116862)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-116860)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-113183)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-91660)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-81642)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-81640)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-81638)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-81636)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-81634)

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TO

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

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MeadWestvaco Corporation

(Exact name of registrant as specified in its charter)

 

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Delaware		31-1797999
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

MeadWestvaco Corporation

501 South 5th Street

Richmond, VA 23219

[phone]

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

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MeadWestvaco Corporation Savings and Employee Stock Ownership Plan for Bargained Hourly Employees

MeadWestvaco Corporation Savings and Employee Stock Ownership Plan for Salaried and Non-Bargained Hourly Employees

MeadWestvaco Corporation 2005 Performance Incentive Plan, as Amended and Restated

MeadWestvaco Corporation 2005 Performance Incentive Plan

MeadWestvaco Corporation Restricted Stock Plan

MeadWestvaco Corporation Compensation Plan for Non-Employee Directors

Westvaco Corporation Employee Stock Ownership Plan for Hourly Paid Employees

Westvaco Corporation Employee Stock Ownership Plan for Salaried Employees

The Mead 401(k) Plan

The Mead Corporation 1996 Stock Option Plan

The Mead Corporation 1991 Stock Option Plan

Westvaco Corporation 1999 Salaried Employee Stock Incentive Plan

Westvaco Corporation 1995 Non-Employee Director Stock Incentive Plan

Westvaco Corporation 1995 Salaried Employee Stock Incentive Plan

Westvaco Corporation 1988 Stock Option and Stock Appreciation Rights Plan

Westvaco Corporation 1983 Stock Option and Stock Appreciation Rights Plan

The Mead Corporation Employees Stock Purchase Plan

 

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John A. Luke, Jr

Chief Executive Officer

MeadWestvaco Corporation

501 South 5th Street

Richmond, VA 23219

[phone]

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

 

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Copies to:

Gregory E. Ostling, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 [phone]

 

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

Large accelerated filer	☒			Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if a smaller reporting company)		Smaller reporting company	☐

 

 

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EXPLANATORY NOTE/DEREGISTRATION OF SECURITIES

MeadWestvaco Corporation, a Delaware corporation (the “Registrant”), is filing these post-effective amendments (these “Post-Effective Amendments”) to the following Registration Statements on Form S-8 (the “Registration Statements”), which have been previously filed with the Securities and Exchange Commission (the “SEC”), to deregister any and all plan interests and any and all shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”), registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof:

 

	i.	Registration No. 333-192343, initially filed with the SEC on November 14, 2013, registering 750,000 shares of Common Stock issuable under the MeadWestvaco Corporation Savings and Employee Stock Ownership Plan for Bargained Hourly Employees and an indeterminate amount of plan participation interests to be offered and sold pursuant to such plan;
	ii.	Registration No. 333-192342, initially filed with the SEC on November 14, 2013, registering 1,500,000 shares of Common Stock issuable under the MeadWestvaco Corporation Savings and Employee Stock Ownership Plan for Salaried and Non-Bargained Hourly Employees and an indeterminate amount of plan participation interests to be offered and sold pursuant to such plan;
	iii.	Registration No. 333-178068, initially filed with the SEC on November 18, 2011, registering 8,125,000 shares of Common Stock issuable under the MeadWestvaco Corporation 2005 Performance Incentive Plan, as Amended and Restated;
	iv.	Registration No. 333-170664, initially filed with the SEC on November 17, 2010, registering 1,200,000 shares of Common Stock issuable under the MeadWestvaco Corporation Savings and Employee Stock Ownership Plan for Bargained Hourly Employees and an indeterminate amount of plan participation interests to be offered and sold pursuant to such plan;
	v.	Registration No. 333-170661, initially filed with the SEC on November 17, 2010, registering 2,200,000 shares of Common Stock issuable under the MeadWestvaco Corporation Savings and Employee Stock Ownership Plan for Salaried and Non-Bargained Hourly Employees and an indeterminate amount of plan participation interests to be offered and sold pursuant to such plan;
	vi.	Registration No. 333-161567, initially filed with the SEC on August 26, 2009, registering 13,500,000 shares of Common Stock issuable under the MeadWestvaco Corporation 2005 Performance Incentive Plan, as Amended and Restated;

 

 

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	vii.	Registration No. 333-147176, initially filed with the SEC on November 6, 2007, registering 1,300,000 shares of Common Stock issuable under the MeadWestvaco Corporation Savings and Employee Stock Ownership Plan for Bargained Hourly Employees, together with the associated preferred stock purchase rights, and an indeterminate amount of plan participation interests to be offered and sold pursuant to such plan;
	viii.	Registration No. 333-147175, initially filed with the SEC on November 6, 2007, registering 2,200,000 shares of Common Stock issuable under the MeadWestvaco Corporation Savings and Employee Stock Ownership Plan for Salaried and Non-Bargained Hourly Employees, together with the associated preferred stock purchase rights, and an indeterminate amount of plan participation interests to be offered and sold pursuant to such plan;
	ix.	Registration No. 333-127861, initially filed with the SEC on August 26, 2005, registering 15,000,000 shares of Common Stock issuable under the MeadWestvaco Corporation 2005 Performance Incentive Plan, together with the associated preferred stock purchase rights;
	x.	Registration No. 333-116862, initially filed with the SEC on June 25, 2004, registering 2,000,000 shares of Common Stock issuable under the MeadWestvaco Corporation Savings and Employee Stock Ownership Plan for Salaried and Non-Bargained Hourly Employees, together with the associated preferred stock purchase rights, and an indeterminate amount of plan participation interests to be offered and sold pursuant to such plan;
	xi.	Registration No. 333-116860, initially filed with the SEC on June 25, 2004, registering 1,500,000 shares of Common Stock issuable under the MeadWestvaco Corporation Savings and Employee Stock Ownership Plan for Bargained Hourly Employees, together with the associated preferred stock purchase rights, and an indeterminate amount of plan participation interests to be offered and sold pursuant to such plan;
	xii.	Registration No. 333-113183, initially filed with the SEC on March 1, 2004, registering 637,550 shares of Common Stock issuable under the MeadWestvaco Corporation Restricted Stock Plan, together with the associated preferred stock purchase rights;
	xiii.	Registration No. 333-91660, initially filed with the SEC on July 1, 2002, registering 500,000 shares of Common Stock issuable under the MeadWestvaco Corporation Compensation Plan for Non-Employee Directors, together with the associated preferred stock purchase rights;
	xiv.	Registration No. 333-81642, initially filed with the SEC on January 29, 2002, registering 1,000,000 shares of Common Stock issuable under the Westvaco Corporation Employee Stock Ownership Plan for Hourly Paid Employees, together with the associated preferred stock purchase rights, and an indeterminate amount of plan interests to be offered and sold pursuant to such plan;
	xv.	Registration No. 333-81640, initially filed with the SEC on January 29, 2002, registering 2,500,000 shares of Common Stock issuable under The Mead 401(k) Plan, together with the associated preferred stock purchase rights, and an indeterminate amount of plan interests to be offered and sold pursuant to such plan;
	xvi.	Registration No. 333-81638, initially filed with the SEC on January 29, 2002, registering an aggregate of 23,213,117 shares of Common Stock issuable under The Mead Corporation 1991 Stock Option Plan, The Mead Corporation 1996 Stock Option Plan, the Westvaco Corporation 1983 Stock Option and Stock Appreciation Rights Plan, the Westvaco Corporation 1988 Stock Option and Stock Appreciation Rights Plan, the Westvaco Corporation 1995 Salaried Employee Stock Incentive Plan, the Westvaco Corporation 1995 Non-Employee Director Stock Incentive Plan and the Westvaco Corporation 1999 Salaried Employee Stock Incentive Plan, together with the associated preferred stock purchase rights;
	xvii.	Registration No. 333-81636, initially filed with the SEC on January 29, 2002, registering 1,500,000 shares of Common Stock issuable under the Westvaco Corporation Employee Stock Ownership Plan for Salaried Employees, together with the associated preferred stock purchase rights, and an indeterminate amount of plan interests to be offered and sold pursuant to such plan; and
	xviii.	Registration No. 333-81634, initially filed with the SEC on January 29, 2002, registering 250,000 shares of Common Stock issuable under The Mead Corporation Employees Stock Purchase Plan, together with the associated preferred stock purchase rights.

 

 

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On July 1, 2015, pursuant to that certain Second Amended and Restated Business Combination Agreement, dated as of April 17, 2015 and amended as of May 5, 2015, by and among the Registrant, WestRock Company (formerly known as Rome-Milan Holdings, Inc.), a Delaware corporation (“WestRock”), Rock-Tenn Company, a Georgia corporation, Rome Merger Sub, Inc., a Georgia corporation and wholly owned subsidiary of WestRock, and Milan Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of WestRock (“MWV Merger Sub”), MWV Merger Sub merged with and into the Registrant, with the Registrant surviving the merger as a wholly owned subsidiary of WestRock (the “Merger”).

As a result of the Merger, the Registrant terminated all offers and sales of its plan interests and Common Stock registered pursuant to the Registration Statements. The Registrant, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements and removes from registration any and all plan interests and any and all securities registered but unsold or otherwise unissued under the Registration Statements as of the date hereof. This filing is made in accordance with an undertaking made by the Registrant in Part II of each of the Registration Statements to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering.

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, State of Virginia, on July 1, 2015.

 

 

	MEADWESTVACO CORPORATION
	By:	/s/ John A. Luke, Jr.
		John A. Luke, Jr.
		Chief Executive Officer

 

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