As filed with the United States Securities and Exchange Commission on October 10, 2014
Registration Nos. 333-24977
333-57625
333-87008
333-87010
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-24977)
Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-57625)
Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-87008)
Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-87010)
UNDER THE SECURITIES ACT OF 1933
OIL-DRI CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
| Delaware | 36-2048898 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
410 North Michigan Avenue, Suite 400
Chicago, Illinois 60611-4213
(Address of registrant’s principal executive office)
OIL-DRI CORPORATION OF AMERICA 1995 LONG-TERM INCENTIVE PLAN
OIL-DRI CORPORATION OF AMERICA OUTSIDE DIRECTOR STOCK PLAN
(Full title of the plans)
Douglas A. Graham
Vice President and General Counsel
410 North Michigan Avenue, Suite 400
Chicago, Illinois 60611-4213
(312) 321-1515
(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.
| Large accelerated filer o | Accelerated filer x | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Explanatory Note
Oil-Dri Corporation of America (the “Registrant”) has terminated any and all offerings of its securities pursuant to the registration statements on Form S-8 (Registration Nos. 333-24977, 333-57625, 333-87008 and 333-87010) (collectively, the “Registration Statements”), and is hereby filing this Post-Effective Amendment No. 1 to each Registration Statement to terminate the effectiveness of each such Registration Statement and, in accordance with an undertaking in each Registration Statement, to remove from registration any and all securities registered which remain unsold under the Registration Statements.
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 on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned on this 10th day of October, 2014.
| OIL-DRI CORPORATION OF AMERICA | ||
| By: | /s/ Douglas A. Graham | |
| Douglas A. Graham | ||
| Vice President and General Counsel |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statements has been signed by the following persons in the capacities and on the dates indicated.
| Signatures | Title | Date | |||
| * | Chairman of the Board of Directors | October 10, 2014 | |||
| Richard M. Jaffee | |||||
| /s/ Daniel S. Jaffee | President and Chief Executive Officer, Director | October 10, 2014 | |||
| Daniel S. Jaffee | (Principal Executive Officer) | ||||
| /s/ Daniel T. Smith | Vice President, Chief Financial Officer | October 10, 2014 | |||
| Daniel T. Smith | (Principal Financial Officer) | ||||
| /s/ Paula J. Krystopolski | Corporate Controller (Controller) | October 10, 2014 | |||
| Paula J. Krystopolski | |||||
| * | Director | October 10, 2014 | |||
| J. Steven Cole | |||||
| * | Vice Chairman of the Board of Directors | October 10, 2014 | |||
| Joseph C. Miller | |||||
| * | Director | October 10, 2014 | |||
| Allan H. Selig | |||||
* Pursuant to Power of Attorney
| /s/ Daniel S. Jaffee | |
| Attorney-in-fact |