EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements filed by KLX Inc., a Delaware corporation (the
Company
), on Form S-8 (collectively, the
Registration Statements
):
·
Registration Statement No. 333-200923, originally filed with the Securities and Exchange Commission on December 12, 2014, which registered the offer and sale of (i) 5,000,000 shares of the Companys common stock, $0.01 par value per share, issuable pursuant to the KLX Inc. Long-Term Incentive Plan, (ii) 300,000 shares of the Companys common stock, $0.01 par value per share, issuable pursuant to the KLX Inc. Employee Stock Purchase Plan and an indeterminate amount of interests to be offered or sold pursuant to the KLX Inc. Employee Stock Purchase Plan, and (iii) 200,000 shares of the Companys common stock, $0.01 par value per share, issuable pursuant to the KLX Inc. Non-Employee Directors Stock Purchase and Deferred Compensation Plan; and
·
Registration Statement No. 333-200919, originally filed with the Securities and Exchange Commission on December 12, 2014, which registered $20,000,000 of Deferred Compensation Obligations under the KLX Inc. Deferred Compensation Plan.
The Company is filing this Post-Effective Amendment to the Registration Statements to withdraw and remove any unissued and unsold securities issuable by the Company pursuant to the above-referenced Registration Statements.
On October 9, 2018, pursuant to the Agreement and Plan of Merger, dated as of April 30, 2018, as amended on June 1, 2018 (the
Merger Agreement
), by and among the Company, The Boeing Company, a Delaware corporation (
Boeing
), and Kelly Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Boeing (
Merger Sub
), Merger Sub merged with and into the Company (the
Merger
) with the Company continuing as the surviving corporation and a wholly owned subsidiary of Boeing.
As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of its securities pursuant to the above-referenced Registration Statements. In accordance with an undertaking made by the Company in Part II of each of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all such securities of the Company registered under the Registration Statements that remain unsold as of the date of this Post-Effective Amendment.
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