sv8pos
As filed with the Securities and Exchange Commission on March 14, 2008
Registration No. 333-128372
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-128372
UNDER
THE SECURITIES ACT OF 1933
METAL MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware |
|
1-33044 |
|
94-2835068 |
(State or Other Jurisdiction of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.) |
|
|
|
325 N. LaSalle Street., Suite 550, Chicago, Illinois |
|
60610 |
(Address of Principal Executive Offices)
|
|
(Zip Code) |
|
|
|
|
(312) 645-0700 |
|
|
(Registrants Telephone Number, Including Area Code) |
|
|
|
|
|
Not Applicable |
|
|
(Former Name or Former Address, if Changed Since Last Report) |
|
METAL MANAGEMENT, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
ROBERT C. LARRY
Executive Vice President, Finance,
Chief Financial Officer, Treasurer and Secretary
325 N. LaSalle Street, Suite 550,
Chicago, Illinois 60610
(Name and address of agent for service)
(312) 645-0700
(Telephone number, including area code, of
agent for service)
with copies to:
E. WILLIAM BATES, II
King & Spalding LLP
1185 Avenue of the Americas
New York, New York 10036
(212) 556-2240
DEREGISTRATION OF SECURITIES
On September 16, 2005, Metal Management, Inc., a Delaware corporation (the Company), filed a
Registration Statement on Form S-8 (Registration No. 333-128372) (the Registration Statement),
which registered an aggregate of 1,000,000 shares of the Companys common stock, $.01 par value per
share (the Common Stock), issuable under the Companys Employee Stock Purchase Plan.
On March 14, 2008, the Company and Sims Group Limited, a corporation organized under the laws
of Victoria, Australia (Sims) completed a merger of MMI Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of Sims (the Acquisition Corporation), with and into
the Company (the Merger) pursuant to the agreement and plan of merger dated September 24, 2007
(the Merger Agreement), by and among the Company, Sims, and the Acquisition Corporation.
As a result of the Merger, the Company has terminated all offerings of Common Stock pursuant
to its existing registration statements, including the Registration Statement. This Post-Effective
Amendment to the Registration Statement is being filed to remove from registration all shares of
Common Stock registered under the Registration Statement that remain unsold.
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 the requirements for filing on Form S-8 and has
duly caused this Post-Effective Amendment to the Registration
Statement on Form S-8 (Registration No. 333-128372) to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New
York on this 14th day of March, 2008.
|
|
|
|
|
|
METAL MANAGEMENT, INC.
|
|
|
By: |
/s/ Robert C. Larry
|
|
|
|
Robert C. Larry |
|
|
|
Chief Financial Officer |
|
|
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to
the Registration Statement on Form S-8 (Registration No. 333-128372) has been signed by the following persons in the capacities
and on the date indicated.
|
|
|
|
|
/s/ Alan D. Ratner
Alan D. Ratner |
|
Director
|
|
March 14, 2008 |
/s/ Robert Kelman
Robert Kelman |
|
Director
|
|
March 14, 2008 |
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who
administer the employee benefit plan) have duly caused this Post-Effective Amendment to the
Registration Statement on Form S-8 (Registration No. 333-128372) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on this 14th day of March, 2008.
|
|
|
|
|
|
METAL MANAGEMENT, INC. EMPLOYEE STOCK PURCHASE PLAN
|
|
|
By: |
/s/ Robert C. Larry
|
|
|
|
Robert C. Larry |
|
|
|
Chief Financial Officer |
|
|