As filed with the Securities and Exchange Commission on September 3, 2015
Registration No. 333-115056
Registration No. 333-115058
Registration No. 333-120074
Registration No. 333-127844
Registration No. 333-153169
Registration No. 333-165571
Registration No. 333-198208
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-115056
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-115058
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-120074
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-127844
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-153169
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-165571
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-198208
UNDER
THE
SECURITIES ACT OF 1933
HOSPIRA, INC.
(Exact
name of registrant as specified in its charter)
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| Delaware |
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20-0504497 |
| (State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
235 East 42nd Street, New York
New York 10017-5755
(212) 733-2323
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Hospira
401(k) Retirement Savings Plan
Hospira Ashland Union 401(k) Plan and Trust
Hospira Puerto Rico Retirement Savings Plan
Hospira Non-Qualified Savings and Investment Plan
Hospira 2004 Long-Term Stock Incentive Plan, as amended
(Full Titles of the Plans)
Margaret M.
Madden, Esq.
Director
235 East 42nd Street
New
York, NY 10017-5755
(212) 733-2323
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Paul Kinsella
Marko
Zatylny
Ropes & Gray LLP
Prudential Tower
800
Boylston St.
Boston, Massachusetts 02199
(617) 951-7000
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:
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| Large accelerated filer |
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x |
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Accelerated filer |
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¨ |
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| Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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¨ |
DEREGISTRATION OF SECURITIES
Hospira, Inc., a Delaware corporation (the “Registrant”), is filing these post-effective amendments (these “Post-Effective
Amendments”) to the following registration statements on Form S-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”) to deregister any and all (i) shares of the Registrant’s common
stock, $0.01 par value per share (the “Shares”) and (ii) deferred compensation obligations registered but unsold or otherwise unissued under each of the following Registration Statements as of the date hereof:
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Registration Statement on Form S-8 (No. 333-115056), pertaining to the registration of an aggregate of 31,000,000 Shares and associated Preferred Stock Purchase Rights, issuable under the Registrant’s
Hospira 2004 Long-Term Stock Incentive Plan, which was filed with the Securities and Exchange Commission (the “Commission”) on April 30, 2004. |
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• |
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Registration Statement on Form S-8 (No. 333-115058), pertaining to the registration of an aggregate of 2,025,000 Shares and associated Preferred Stock Purchase Rights, issuable under the Registrant’s
Hospira 401(k) Retirement Savings Plan and Hospira Ashland Union 401(k) Plan and Trust, which was filed with the Commission on April 30, 2004. |
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• |
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Registration Statement on Form S-8 (No. 333-120074), pertaining to the registration of an aggregate of 19,725,075 Shares and associated Preferred Stock Purchase Rights, issuable under the Registrant’s
Hospira 401(k) Retirement Savings Plan and Hospira Ashland Union 401(k) Plan and Trust, which was filed with the Commission on October 29, 2004. |
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• |
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Registration Statement on Form S-8 (No. 333-127844), pertaining to the registration of an aggregate of 1,038,045 Shares and associated Preferred Stock Purchase Rights, issuable under the Registrant’s
Hospira Puerto Rico Retirement Savings Plan, which was filed with the Commission on August 25, 2005. |
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Registration Statement on Form S-8 (No. 333-153169), pertaining to the registration of an aggregate of $50,000,000 in general unsecured deferred compensation obligations under the Registrant’s Hospira
Non-Qualified Savings and Investment Plan, which was filed with the Commission on August 25, 2008. |
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Registration Statement on Form S-8 (No. 333-165571), pertaining to the registration of an aggregate of 13,000,000 Shares and associated Preferred Stock Purchase Rights, issuable under the Registrant’s
Hospira 2004 Long-Term Stock Incentive Plan, as amended, which was filed with the Commission on March 19, 2010. |
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• |
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Registration Statement on Form S-8 (No. 333-198208), pertaining to the registration of an aggregate of 10,000,000 Shares and associated Preferred Stock Purchase Rights, issuable under the Registrant’s
Hospira 2004 Long-Term Stock Incentive Plan, as amended, which was filed with the Commission on August 18, 2014. |
Pursuant to an Agreement and Plan of Merger, dated as of February 5, 2015, by and among Pfizer Inc., a Delaware corporation
(“Parent”), Perkins Holding Company, a Delaware corporation and a subsidiary of Parent (“Merger Sub”), and the Registrant, Merger Sub was merged with and into the Registrant (the “Merger”), with the Registrant
continuing as the surviving corporation and a subsidiary of Parent. The Merger became effective on September 3, 2015.
As a result of
the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statements. The Registrant, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements and
removes from registration any and all (i) Shares and (ii) deferred compensation obligations registered but unsold or otherwise unissued under each of the above Registration Statements as of the date hereof. This filing is made in
accordance with an undertaking made by the Registrant in Part II of certain of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remained unsold
at the termination of the offering.
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 these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this day of
September 3, 2015.
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| HOSPIRA, INC. |
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| By: |
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/s/ Margaret Madden |
| Name: |
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Margaret Madden |
| Title: |
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Director and Authorized Signatory |
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the
Securities Act of 1933, as amended.
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