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

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON February 2, 2016 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-159581

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-199323

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-153001

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-152999

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-144864

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-144863

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-135013

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-135012

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-90276

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-65479

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-20015

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-14577

FORM S‑8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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PRECISION CASTPARTS CORP.

(Exact name of registrant as specified in its charter)

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Oregon	93‑0460598
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4650 SW Macadam Avenue, Suite 400
Portland, Oregon	97239-4262
(Address of principal executive offices)	(Zip Code)

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Executive Deferred Compensation Plan

Nonemployee Directors’ Deferred Compensation Plan

Deferred Compensation Plan

2001 Stock Incentive Plan

2008 Employee Stock Purchase Plan

Non-Employee Directors’ Stock Option Plan

1994 Stock Incentive Plan

1998 Employee Stock Purchase Plan

1993 Employee Stock Purchase Plan, as restated January 31, 1997

(Full title of the plans)

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_______________________

Shawn R. Hagel

Executive Vice President and Chief Financial Officer

Precision Castparts Corp.

4650 SW Macadam Avenue, Suite 400

Portland, Oregon 97239-4262

[phone]

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

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Copies of all communications, including all communications sent to the agent for service, should be sent to:

James M. Kearney

Stoel Rives LLP

900 SW Fifth Avenue, Suite 2600

Portland, Oregon 97204-1268

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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 of 1934. (Check one):

Large accelerated filer ý           Accelerated filer ¨        

Non-accelerated filer ¨            Smaller reporting company ¨

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DE-REGISTRATION OF UNSOLD SECURITIES

 

This Post-Effective Amendment (this “Amendment”) is being filed by Precision Castparts Corp., an Oregon corporation (the “Company”), in connection with the Merger (as defined below) to de-register all shares of the Company’s common stock (the “Company Common Stock”) and all deferred compensation obligations, registered on the Company’s Registration Statements on Form S-8 (collectively, the “Registration Statements”) listed below, which have not been sold or otherwise issued as of the date of the filing of this Amendment:

•	Registration Statement No. 333-159581 filed on May 29, 2009 and amended on December 21, 2015, registering deferred compensation obligations and Company Common Stock reserved for issuance pursuant to awards granted under the Executive Deferred Compensation Plan, Nonemployee Directors’ Deferred Compensation Plan and Deferred Compensation Plan referred to therein.

•	Registration Statement No. 333-199323 filed on October 15, 2014, registering Company Common Stock reserved for issuance pursuant to awards granted under the 2001 Stock Incentive Plan referred to therein.

•	Registration Statement No. 333-153001 filed on August 13, 2008, registering Company Common Stock reserved for issuance pursuant to awards granted under the 2001 Stock Incentive Plan referred to therein.

•	Registration Statement No. 333-152999 filed on August 13, 2008, registering Company Common Stock reserved for issuance pursuant to awards granted under the 2008 Employee Stock Purchase Plan referred to therein.

•	Registration Statement No. 333-144864 filed on July 25, 2007, registering deferred compensation obligations under the Executive Deferred Compensation Plan referred to therein.

•	Registration Statement No. 333-144863 filed on July 25, 2007, registering Company Common Stock reserved for issuance pursuant to awards granted under the Non-Employee Directors’ Stock Option Plan referred to therein.

•	Registration Statement No. 333-135013 filed on July 14, 2006, registering Company Common Stock reserved for issuance pursuant to awards granted under the 1994 Stock Incentive Plan referred to therein.

•	Registration Statement No. 333-135012 filed on July 14, 2006, registering Company Common Stock reserved for issuance pursuant to awards granted under the 1998 Employee Stock Purchase Plan referred to therein.

•	Registration Statement No. 333-90276 filed on June 11, 2002, registering Company Common Stock reserved for issuance pursuant to awards granted under

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the 2001 Stock Incentive Plan and 1998 Employee Stock Purchase Plan referred to therein.

•	Registration Statement No. 333-65479 filed on October 9, 1998, registering deferred compensation obligations under the Executive Deferred Compensation Plan referred to therein.

•	Registration Statement No. 333-20015 filed on January 17, 1997, registering Company Common Stock reserved for issuance pursuant to awards granted under the 1993 Employee Stock Purchase Plan referred to therein.

•	Registration Statement No. 333-14577 filed on October 21, 1996, registering Company Common Stock reserved for issuance pursuant to awards granted under the1994 Stock Incentive Plan referred to therein.

On January 29, 2016, pursuant to that certain Agreement and Plan of Merger, dated as of August 8, 2015, by and among Berkshire Hathaway Inc., a Delaware corporation (“Berkshire”), NW Merger Sub Inc., an Oregon corporation and a direct, wholly owned subsidiary of Berkshire (“Merger Sub”), Merger Sub merged with and into the Company, with the Company surviving such merger (the “Merger”).

Pursuant to the undertaking in Item 9 of the Registration Statements, the Company, by means of this Amendment, hereby terminates the Registration Statements and removes from registration all of the securities registered thereby which remain unsold as of the date hereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Amendment to the Registration Statements, and has duly caused this Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Portland, Oregon, on this 29th day of January, 2016.

PRECISION CASTPARTS CORP.

By /s/ Shawn R. Hagel    

    Shawn R. Hagel

Executive Vice President and

Chief Financial Officer

 

No other person is required to sign this Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.