Post-effective Amendment to an S-8 Filing (s-8 Pos)
12 January 2013 - 1:09AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 10, 2013
Registration No. 333-151101
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
Titanium
Metals Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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13-5630895
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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Titanium Metals Corporation
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
(Address of Principal Executive Offices)
Titanium
Metals Corporation 2008 Long-Term Incentive Plan
(Full Title of the Plan)
Roger A. Cooke
Senior Vice President, General Counsel and Secretary
Titanium Metals
Corporation
c/o Precision Castparts Corp.
4650 S.W. Macadam Ave., Suite 400
Portland, Oregon 97239-4262
(503) 946-4800
(Name and address of agent for service)
With
copies to:
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Ruth Beyer, Esq.
Jason Brauser, Esq.
Stoel Rives LLP
900 SW Fifth Ave, Suite 2600
Portland, Oregon 97204-1268
(503) 224-3380
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Doron Lipshitz, Esq.
David Schultz, Esq.
OMelveny & Myers LLP
7 Times Square
New York, NY 10036
(212) 326-2000
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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):
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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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¨
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-151101) of Titanium Metals Corporation (the
Registrant
), pertaining
to the registration of 500,000 shares of the Registrants common stock, $0.01 par value per share (
Common Stock
), issuable under the Registrants 2008 Long-Term Incentive Plan, which was filed with the Securities
and Exchange Commission on May 22, 2008.
Pursuant to an Agreement and Plan of Merger dated November 9, 2012, among
Precision Castparts Corp., an Oregon corporation (
Parent
), ELIT Acquisition Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (
Purchaser
), and the Registrant, Parent
acquired the Registrant by means of a tender offer by Purchaser for all of the outstanding shares of the Registrants common stock, par value $0.01 per share (the Common Stock), followed by the merger of Purchaser with and into the
Registrant (the
Merger
), with the Registrant continuing as the surviving corporation. The Merger became effective on January 7, 2013.
In connection with the closing of the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance with undertakings made by the Registrant in the Registration Statement
to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offering, the Registrant hereby removes from registration the shares of Common Stock registered but not sold
under the Registration Statement.
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 No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon on January 10, 2013.
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TITANIUM METALS CORPORATION
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By:
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/s/ Shawn R. Hagel
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Shawn R. Hagel
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Executive Vice President, Chief Financial
Officer and Assistant Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the
Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
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Signature
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Title
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Date
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/s/ Shawn R. Hagel
Shawn R. Hagel
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Executive Vice President, Chief Financial Officer, Assistant Secretary and Director
(Principal Financial Officer)
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January 10, 2013
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/s/ Steven G. Hackett
Steven G. Hackett
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President and Director
(Principal Executive Officer)
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January 10, 2013
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/s/ Roger A. Cooke
Roger A. Cooke
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Senior Vice President, General Counsel, Secretary and Director
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January 10, 2013
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