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As filed with the Securities and Exchange Commission on February 22, 2010
Registration No. 333-159264
Registration No. 333-79095
Registration No. 333-64292
Registration No. 333-118392
Registration No. 333-46368
Registration No. 333-36994
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-159264
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-79095
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-64292
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-118392
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-46368
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-36994
UNDER THE SECURITIES ACT OF 1933
PepsiAmericas, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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13-6167838 |
(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.) |
4000 RBC Plaza, 60 South Sixth Street
Minneapolis, Minnesota 55402
(Address, including Zip Code, of Principal Executive Offices)
PEPSIAMERICAS, INC. 2009 LONG-TERM INCENTIVE PLAN
PEPSIAMERICAS, INC. SALARIED 401(k) PLAN
PEPSIAMERICAS, INC. HOURLY 401(k) PLAN
PEPSIAMERICAS, INC. 2000 STOCK INCENTIVE PLAN
PEPSIAMERICAS, INC. 1999 STOCK OPTION PLAN
PEPSI-COLA PUERTO RICO BOTTLING COMPANY QUALIFIED STOCK OPTION PLAN
PEPSI-COLA PUERTO RICO BOTTLING COMPANY NON-QUALIFIED STOCK OPTION PLAN
PEPSI-COLA PUERTO RICO BOTTLING COMPANY STOCK OPTION AGREEMENT
(Full Title of the Plans)
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ALEXANDER H. WARE
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Copies to: |
Executive Vice President and Chief Financial Officer
PepsiAmericas, Inc.
4000 RBC Plaza, 60 South Sixth Street
Minneapolis, Minnesota 55402
(612) 661-4000
(Name, address, including zip code,
and telephone number, including
area code, of Agent for Service)
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BRIAN D. WENGER, ESQ.
BRETT D. ANDERSON, ESQ.
JEN RANDOLPH REISE, ESQ.
Briggs and Morgan, P.A.
2200 IDS Center, 80 South 8th Street
Minneapolis, Minnesota 55402
(612) 977-8400 (phone)
(612) 977-8650 (fax) |
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. (Check one):
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
EXPLANATORY NOTE
This Post-Effective Amendment relates to the following Registration Statements on Form
S-8 (collectively, the Registration Statements):
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File No. 333-159264, registering 8,000,000 shares of common stock, along with
preferred stock purchase rights, under the PepsiAmericas, Inc. 2009 Long-Term
Incentive Plan. No shares have been sold, and 8,000,000 shares remain unsold,
under this Registration Statement. |
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File No. 333-79095, registering 2,000,000 shares of common stock, along with
preferred stock purchase rights, under the PepsiAmericas, Inc. Salaried 401(k) Plan
and the PepsiAmericas, Inc. Hourly 401(k) Plan. The Registrant is unable to
determine the number of shares sold, and thus remaining unsold, under this
Registration Statement. |
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File No. 333-64292, registering 600,000 shares of common stock, along with
preferred stock purchase rights, under the PepsiAmericas, Inc. Salaried 401(k) Plan
and the PepsiAmericas, Inc. Hourly 401(k) Plan. The Registrant is unable to
determine the number of shares sold, and thus remaining unsold, under this
Registration Statement. |
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File No. 333-118392, registering 6,000,000 shares of common stock, along with
preferred stock purchase rights, under the PepsiAmericas, Inc. 2000 Stock Incentive
Plan. The Registrant is unable to determine the number of shares sold, and thus
remaining unsold, under this Registration Statement. |
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File No. 333-46368, registering shares of common stock, along with preferred
stock purchase rights, under the PepsiAmericas, Inc. 1999 Stock Option Plan, the
Pepsi-Cola Puerto Rico Bottling Company Qualified Stock Option Plan, the Pepsi-Cola
Puerto Rico Bottling Company Non-Qualified Stock Option Plan, and the Pepsi-Cola
Puerto Rico Bottling Company Stock Option Agreement (various plans assumed in the
Whitman Corporation / PepsiAmericas, Inc. merger). The Registrant is unable to
determine the number of shares sold, and thus remaining unsold, under this
Registration Statement. |
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File No. 333-36994, registering 8,000,000 shares of common stock, along with
preferred stock purchase rights, under the PepsiAmericas, Inc. 2000 Stock Incentive
Plan. The Registrant is unable to determine the number of shares sold, and thus
remaining unsold, under this Registration Statement. |
Pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated August 3, 2009,
by and among PepsiCo, Inc. (PepsiCo), the Registrant, and Pepsi-Cola Metropolitan Bottling
Company, Inc. (Metro), the Registrant expects to merge into Metro, with Metro as the surviving
company and a wholly-owned subsidiary of PepsiCo. Under the Merger Agreement, all outstanding
shares of the Registrants common stock not held by PepsiCo or any of its subsidiaries, or with
respect to which appraisal rights have been properly exercised and perfected under Delaware law,
will be converted into the right to receive either 0.5022 of a share of PepsiCo common stock or, at
the election of each stockholder of the Registrant, $28.50 in cash, without interest, in each case
subject to certain proration procedures.
As a result of the impending merger, the Registrant has terminated any offering of the
Registrants securities pursuant to the Registration Statements. In accordance with an undertaking
made by the Registrant in Part II of each of the Registration Statements to remove from
registration, by means of a post-effective amendment, any of the securities that had been
registered for issuance that remain unsold at the termination of the offering, the Registrant is
filing this Post-Effective Amendment to terminate the effectiveness of the Registration Statements
and to deregister, as of the effective date of this Post-Effective Amendment, all of the securities
of the Registrant remaining unsold under the Registration Statements.
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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 the Registration Statements
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Minneapolis, State of Minnesota, on February 22, 2010.
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PEPSIAMERICAS, INC.
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By: |
/s/ Alexander H. Ware
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Alexander H. Ware |
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Executive Vice President and Chief Financial
Officer |
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Pursuant to the requirements of the Securities Act, this registration statement has been
signed by the following persons in the capacities and on the date indicated.
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Signature |
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Date |
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/s/ Robert C. Pohlad
Robert C. Pohlad
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Chairman of the
Board and Chief
Executive Officer
and Director
(Principal Executive
Officer)
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February 22, 2010 |
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/s/ Alexander H. Ware
Alexander H. Ware
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Executive Vice
President and Chief
Financial Officer
(Principal Financial
Officer)
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February 22, 2010 |
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/s/ Timothy W. Gorman
Timothy W. Gorman
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Senior Vice
President and
Controller
(Principal
Accounting Officer)
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February 22, 2010 |
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/s/ Herbert M. Baum
Herbert M. Baum
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Director
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February 22, 2010 |
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/s/ Richard G. Cline
Richard G. Cline
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Director
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February 22, 2010 |
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/s/ Michael J. Corliss
Michael J. Corliss
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Director
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February 22, 2010 |
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/s/ Pierre S. du Pont
Pierre S. du Pont
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Director
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February 22, 2010 |
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/s/ Archie R. Dykes
Archie R. Dykes
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Director
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February 22, 2010 |
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Signature |
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Date |
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/s/ Jarobin Gilbert, Jr.
Jarobin Gilbert, Jr.
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Director
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February 22, 2010 |
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/s/ James R. Kackley
James R. Kackley
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Director
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February 22, 2010 |
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/s/ Matthew M. McKenna
Matthew M. McKenna
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Director
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February 22, 2010 |
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/s/ Deborah E. Powell
Deborah E. Powell
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Director
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February 22, 2010 |
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