As filed with the Securities and Exchange Commission on November 4, 2009
Registration No. 333-143083
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
International Wire Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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3357
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43-1705942 |
(State or Other Jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer Identification No.) |
Incorporation or Organization)
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Classification Code Number) |
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12 Masonic Ave.
Camden, New York 13316
(315) 245-3800
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
International Wire Group, Inc. 2006 Management Stock Option Plan
International Wire Group, Inc. 2006 Stock Option Plan for Nonemployee Directors
Nonqualified Stock Option Agreement, dated August 1, 2005
(Full title of the Plan)
Rodney D. Kent
Chief Executive Officer
International Wire Group, Inc.
12 Masonic Ave.
Camden, New York 13316
(315) 245-3800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
R. Scott Cohen, Esq.
Weil, Gotshal & Manges LLP
200 Crescent Court
Suite 300
Dallas, Texas 75201
(214) 746-7700
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 12b2 of the
Exchange Act.
Large Accelerated Filer o |
Accelerated Filer þ | Non-Accelerated Filer o (Do not check if a smaller reporting company) | Smaller Reporting Company o |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the Post-Effective Amendment) relates to the
Registration Statement on Form S-8, (Registration No. 333-143083) filed by International Wire
Group, Inc. (the Company) on May 18, 2007 (the Registration Statement) registering 1,625,000
shares of common stock of the Company to be issued in connection with the International Wire Group,
Inc. 2006 Management Stock Option Plan, the International Wire Group, Inc. 2006 Stock Option Plan
for Nonemployee Directors and that certain Nonqualified Stock Option Agreement, dated August 1,
2005, by and between International Wire Group, Inc. and William Lane Pennington.
This Post-Effective Amendment is being filed solely to deregister any and all securities
previously registered under the Registration Statement that remain unsold as of the date of this
Post-Effective Amendment.
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 No.1 to the Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Camden, State of
New York, on November 4, 2009.
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INTERNATIONAL WIRE GROUP, INC.
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By: |
/s/ Rodney D. Kent
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Rodney D. Kent |
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Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.1
to the Registration Statement on Form S-8 has been signed by the following persons in the
capacities and on November 4, 2009.
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Signature |
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Title |
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Date |
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Chief Executive Officer and Director |
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(Principal Executive Officer)
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November 4, 2009 |
Rodney D. Kent |
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Senior Vice President, Chief Financial Officer and Secretary |
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(Principal Financial and Accounting Officer)
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November 4, 2009 |
Glenn J. Holler |
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Chairman of the Board
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November 4, 2009 |
Hugh Steven Wilson |
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/s/ William Lane Pennington
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Director
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November 4, 2009 |
William Lane Pennington |
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Director
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November 4, 2009 |
Peter Blum |
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/s/ David M. Gilchrist, Jr.
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Director
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November 4, 2009 |
David M. Gilchrist, Jr. |
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Director
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November 4, 2009 |
David H. Robbins |
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Director
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November 4, 2009 |
Lowell W. Robinson |
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Director
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November 4, 2009 |
John T. Walsh |
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