Document
As filed with the Securities and Exchange Commission on February 23, 2017
Registration No. 333-37024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
W. R. Grace & Co.
(Exact Name of Registrant as Specified in its Charter)
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Delaware | | 65-0773649 |
(State or Other Jurisdiction of | | (I.R.S. Employer Identification No.) |
Incorporation or Organization) | | |
7500 Grace Drive
Columbia, Maryland 21044-4098
(Address of Principal Executive Offices including zip code)
W. R. Grace & Co. 2000 Stock Incentive Plan
(Full Title of the Plan)
Mark A. Shelnitz
Vice President, General Counsel and Secretary
W. R. Grace & Co.
7500 Grace Drive
Columbia, Maryland 21044
(410) 531-4000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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.
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Large accelerated filer ý | | Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) | | Smaller reporting company o |
DEREGISTRATION
On May 12, 2000, W. R. Grace & Co. (the “Corporation”) filed Registration Statement on Form S-8 (Registration Statement No. 33-37024) (the “Registration Statement”) registering 8,000,000 shares (the “Shares”) of the Corporation’s Common Stock, par value $0.01 per share (the “Common Stock”) for issuance pursuant to the W. R. Grace & Co. 2000 Stock Incentive Plan (the “Plan”). The Corporation is no longer issuing securities under the Plan. In accordance with the undertakings contained in Part II of the Registration Statement and Item 512 of Regulation S-K, the Corporation is filing this Post-Effective Amendment No. 1 to remove from registration all Shares that were registered under the Registration Statement and remain unissued under the Plan.
ITEM 8. EXHIBITS.
The following exhibits have been filed with this Registration Statement:
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Exhibit Number | | Description |
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24 |
| | Power of Attorney |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Corporation certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Corporation’s Registration Statement on Form S-8 (Registration No. 333-37024) to be signed on its behalf by the undersigned, thereunto duly authorized, in Columbia, Maryland on this 23rd day of February 2017.
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| W. R. GRACE & CO. |
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| By: | /s/ Alfred E. Festa |
| | Alfred E. Festa |
| | Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Corporation's Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.
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Signature | | Title | | Date |
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/s/ Alfred E. Festa | | Chairman and Chief Executive Officer | | February 23, 2017 |
Alfred E. Festa | | (Principal Executive Officer) | | |
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/s/ Thomas E. Blaser | | Senior Vice President and Chief Financial Officer | | February 23, 2017 |
Thomas E. Blaser | | (Principal Financial Officer) | | |
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/s/ William C. Dockman | | Vice President and Controller | | February 23, 2017 |
William C. Dockman | | (Principal Accounting Officer) | | |
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Signature | | Title |
H. F. Baldwin | } | |
R. F. Cummings, Jr. | } | |
J. Fasone Holder | } | |
D. H. Gulyas | } | Directors |
J. N. Quinn | } | |
C. J. Steffen | } | |
M. E. Tomkins | } | |
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By: | /s/ Mark A. Shelnitz | |
| Mark A. Shelnitz | February 23, 2017 |
| Attorney-in-Fact | |
EXHIBIT INDEX
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Exhibit Number | | Description |
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24 |
| | Power of Attorney |