As filed with the Securities and Exchange Commission on September 7, 2012

Registration No. 333-126515

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-1

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 


 

Interline Brands, Inc.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

03-0542659

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification Number)

 

701 San Marco Boulevard

Jacksonville, Florida 32207

(904) 421-1400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Michael Agliata, Esq.

Interline Brands, Inc.

701 San Marco Boulevard

Jacksonville, Florida 32207

(904) 421–1400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

John C. Kennedy, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019–6064

(212) 373–3000

 


 

Approximate date of commencement of proposed sale to the public: Not applicable.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: o

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

 

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.

 

o

Large accelerated filer

x

Accelerated filer

o

Non-accelerated filer (Do not check if a smaller reporting company)

o

Smaller reporting company

 

 

 



 

DEREGISTRATION

 

This Post-Effective Amendment No. 1 relates to the registration statement on Form S-1 (Registration No. 333-126515) previously filed by Interline Brands, Inc. (“Interline” or the “Company”) on July 11, 2005 with the Securities and Exchange Commission (the “Registration Statement”), pertaining to the registration of 8,050,000 shares of the Company’s common stock, par value $0.01 per share, at a proposed maximum offering price per unit of $20.105 and a proposed maximum aggregate offering price of $161,845,250.

 

On September 7, 2012, pursuant to the Agreement and Plan of Merger entered into on May 29, 2012 (the “Merger Agreement”), by and among the Company, Isabelle Holding Company, LLC, a Delaware limited liability company which was formerly known as Isabelle Holding Company Inc. prior to its conversion into a limited liability company (“Parent”), and Isabelle Acquisition Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”) with the Company surviving as a wholly owned subsidiary of Parent.

 

In connection with the transactions contemplated by the Merger Agreement, the offering of the Company’s securities pursuant to the Registration Statement has been terminated as of the date hereof.  In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities of the Company which remain unsold at the termination of the offering subject to the Registration Statement, the Company hereby removes from registration all securities registered under the Registration Statement that remain unsold as of the date hereof.

 

2



 

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-1 and has duly caused this Post-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, Florida the 7 th   day of September, 2012.

 

 

 

 

INTERLINE BRANDS, INC.

 

 

 

 

 

 

 

By:

/s/ Michael J. Grebe

 

 

Name: Michael J. Grebe

 

 

Title:   Chairman of the Board and Chief Executive Officer

 

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the registration statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

*

 

Chairman of the Board and Chief Executive Officer

 

September 7, 2012

Michael J. Grebe

 

(Principal Executive Officer)

 

 

 

 

 

 

 

*

 

Chief Financial Officer

 

September 7, 2012

John A. Ebner

 

(Principal Financial Officer)

 

 

 

 

 

 

 

*

 

Chief Accounting Officer and Corporate Controller

 

September 7, 2012

David C. Serrano

 

(Principal Accounting Officer)

 

 

 

 

 

 

 

*

 

Director

 

September 7, 2012

John J. Gavin

 

 

 

 

 

 

 

 

 

*

 

Director

 

September 7, 2012

Gideon Argov

 

 

 

 

 

 

 

 

 

*

 

Director

 

September 7, 2012

Michael E. DeDomenico

 

 

 

 

 

 

 

 

 

*

 

Director

 

September 7, 2012

Barry J. Goldstein

 

 

 

 

 

3



 

*

 

Director

 

September 7, 2012

Randolph W. Melville

 

 

 

 

 

 

 

 

 

*

 

Director

 

September 7, 2012

Drew T. Sawyer

 

 

 

 

 

 

 

 

 

*

 

Director

 

September 7, 2012

David G. Zanca

 

 

 

 

 

 

*By:

/s/Michael J. Grebe

 

Name: Michael J. Grebe, as attorney-in-fact

 

 

4


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