Post-effective Amendment to an S-8 Filing (s-8 Pos)
02 October 2021 - 1:29AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on October 1, 2021
Registration No. 333-160511
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
LYDALL, INC.
(Exact name of registrant as specified in its
charter)
Delaware
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06-0865505
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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One Colonial Road
Manchester, Connecticut
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06042
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(Address of Principal Executive Offices)
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(Zip Code)
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LYDALL 2003 STOCK INCENTIVE COMPENSATION PLAN
(Full title of the plan)
Scott D. Horrigan
Secretary
Lydall, Inc.
One Colonial Road
Manchester, Connecticut 06042
(Name and address of agent for service)
(860) 646-1233
(Telephone number, including area code, of agent
for service)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨
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Accelerated filer x
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Non-accelerated filer ¨
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Smaller reporting company ¨
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Emerging growth company ¨
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SECURITIES
Lydall, Inc. (the “Registrant”) is
filing this post-effective amendment relating to the Registration Statement on Form S-8 filed by the Registrant on July 10, 2009 (File
No. 333-160511) (the “Registration Statement”) registering 1,000,000 shares of the Registrant’s common stock, par value
$.10 per share, registered by the Registrant pursuant to the Registration Statement.
Effective as of October 1, 2021, as contemplated
by the Agreement and Plan of Merger, dated as of June 21, 2021, by and among the Registrant, Unifrax Holding Co., a Delaware corporation
(“Parent”), Outback Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger
Sub”), and solely with respect to certain payment obligations of Parent thereunder, Unifrax I LLC, a Delaware limited liability
company, Merger Sub merged with and into the Registrant, with the Registrant surviving as a wholly owned subsidiary of Parent (the “Merger”).
As part of the Merger,
the Registrant has terminated any and all offerings of the Registrant's securities pursuant to existing registration statements, including
the Registration Statement. In accordance with the undertakings made by the Registrant in the
Registration Statement to remove from registration, by means of a post-effective amendment, any of the Registrant's securities that remain
unsold at the termination of the offering, the Registrant hereby removes from registration, by means of this post-effective amendment
to the Registration Statement, any and all securities registered under the Registration Statement that remain unsold as of the effectiveness
of the Merger on October 1, 2021 and to terminate the effectiveness of the Registration Statement.
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 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 Manchester, State of Connecticut, on October 1, 2021.
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LYDALL, INC.
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By:
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/s/ Scott D. Horrigan
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Name:
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Scott D. Horrigan
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Title:
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Secretary
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NOTE: No other person is required to sign this Post-Effective Amendment
No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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