As filed with the Securities and Exchange Commission on November 18, 2015.

Registration No. 333-47230

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  

OM GROUP, INC.

(Exact name of registrant as specified in its charter) 

 

OM Group, Inc. 1998 Long-Term Incentive Compensation Plan

(Full title of the plans)

Ed Yocum

Executive Vice President, General Counsel and Secretary

OM Group, Inc.

950 Main Avenue, Suite 1300

Cleveland, Ohio 44113-7210

(Name and address of agent for service)

(216) 781-0083

(Telephone number, including area code, of agent for service)

 

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

On October 3, 2000, OM Group, Inc. (the “Company”) filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration Statement No. 333-47230) (the “Form S-8”) registering 2,000,000 shares of the Company’s Common Stock, $0.01 par value (the “Shares”) to be issued to participants under the Company’s 1998 Long-Term Incentive Compensation Plan (the “Plan”). The Company is no longer issuing securities under the Plan. This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 is being filed in order to deregister all Shares that were registered under the Form S-8 and remain unissued under the Plan.

On October 28, 2015, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 31, 2015, by and among AP VIII Duke Holdings, L.P., a Delaware limited partnership (“Parent”), by assignment from AP VIII Duke Holdings GP, LLC (formerly known as Duke Acquisition Holdings, LLC), Duke Acquisition, Inc., a Delaware corporation (“Merger Sub”), MacDermid Americas Acquisitions Inc. (“Carve-Out Buyer”) and the Company, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”).

In connection with the Merger, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities being registered which remain unsold at the termination of the offering, the Company is filing this post-effective amendment to the Registration Statement to deregister all such securities of the Company registered under the Registration Statement that remain unsold as of the effective time of the Merger, if any.

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 this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, and the State of Ohio, on November 18, 2015. The following person is signing this Post-Effective Amendment on behalf of the registrant in reliance upon Rule 478 under the Securities Act.