As filed with the Securities and Exchange Commission on August 3, 2016
Registration No. 333-96953
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
To
FORM S-8
Under
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
| STONERIDGE, INC. |
| (Exact name of registrant as specified in its charter) |
| Ohio | 34-1598949 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 9400 East Market Street | 44484 | |
| (Address of Principal Executive Offices) | (Zip Code) |
|
STONERIDGE, INC. DIRECTORS’ SHARE OPTION PLAN |
| (Full title of the plan) |
|
JONATHAN B. DEGAYNOR Stoneridge, Inc. 9400 East Market Street Warren, Ohio 44484 |
| (Name and address of agent for service) |
| (330) 856-2443 |
| (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 definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ¨ | Accelerated filer x | Non-accelerated filer ¨ | Smaller reporting company ¨ |
| (Do not check if a smaller reporting company) | |||
EXPLANATORY NOTE
Stoneridge, Inc. (the “Registrant”) filed a Registration Statement on Form S-8 on July 23, 2002, (Registration No. 333-96953) (the “Registration Statement”) to register 500,000 of the Registrant’s Common Shares, without par value (the “Common Shares”) under the Stoneridge, Inc. Directors’ Share Option Plan (the “Plan”). The Plan has expired and Common Share may no longer be issued pursuant to the Plan. As a result, the offering of the Common Shares pursuant to the Registration Statement has terminated. In accordance with the undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of securities which remain unsold at the termination of the offering, the Registrant hereby removes from registration the unissued securities registered under the Registration Statement and issuable pursuant to the Plan.
SIGNATURES
The Registrant. 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 No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warren, State of Ohio, on this 3rd day of August 2016.
| STONERIDGE, INC. | ||
| By: | /s/ George E. Strickler | |
| George E. Strickler | ||
| Executive Vice President, | ||
| Chief Financial Officer and Treasurer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed on August 3, 2016 by the following persons in the capacities indicated below.
| Signature | Title | |
| /s/ Jonathan B. DeGaynor | Director, President and Chief Executive Officer | |
| Jonathan B. DeGaynor | (Principal Executive Officer) | |
| /s/ George E. Strickler | Executive Vice President, Chief Financial | |
| George E. Strickler | Officer and Treasurer | |
| (Principal Financial Officer) | ||
| /s/ Robert J. Hartman Jr. | Chief Accounting Officer | |
| Robert J. Hartman Jr. | (Principal Accounting Officer) | |
| /s/ Jeffrey P. Draime | Director | |
| Jeffrey P. Draime | ||
| /s/ Doug C. Jacobs | Director | |
| Douglas C. Jacobs | ||
| /s/ Ira C. Kaplan | Director | |
| Ira C. Kaplan | ||
| /s/ Kim Korth | Director | |
| Kim Korth | ||
| /s/ William M. Lasky | Director | |
| William M. Lasky | ||
| /s/ George S. Mayes, Jr. | Director | |
| George S. Mayes, Jr. | ||
| /s/ Paul J. Schlather | Director | |
| Paul J. Schlather |