United Industrial Corp /DE/ - Post-Effective Amendment to an S-8 filing (S-8 POS)
18 December 2007 - 3:05AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on December 17, 2007
Registration No. 333 135707
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
UNITED INDUSTRIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
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95-2081809
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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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124
Industry Lane
Hunt Valley, Maryland
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21030
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(Address
of Principal Executive Offices)
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(Zip
Code)
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United
Industrial Corporation 2006 Long Term Incentive Plan
(Full Title of the Plan)
Jonathan
A. Greenberg, Esq.
Vice
President, General Counsel
and Secretary
United Industrial Corporation
124 Industry Lane
Hunt Valley, Maryland 21030
(Name and Address of Agent for Service)
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Copies to:
Steven L. Kirshenbaum, Esq.
Julie M. Allen, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
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(410)
628-3500
(Telephone Number, Including Area Code, of Agent For Service)
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DEREGISTRATION OF UNSOLD
SECURITIES
United Industrial Corporation, a Delaware corporation
(the Registrant)
is filing this Post-Effective Amendment to deregister certain securities
originally registered pursuant to the Form S-8 Registration Statement
(Registration No. 333-135707) filed with the Securities and Exchange
Commission on July 11, 2006 (the Registration Statement), pursuant to
which the Registrant registered 1,787,204 shares of common stock of the Registrant,
par value $1.00 per share for issuance under the Registrants 2006 Long Term
Incentive Plan (the 2006 Plan).
On October 7, 2007, the Registrant, Textron Inc.,
a Delaware corporation (Textron), and Marco Acquisition Sub Inc., a Delaware
corporation and an indirect wholly owned subsidiary of Textron (Purchaser), entered
into an Agreement and Plan of Merger. On
November 14, 2007, Purchaser purchased a majority of the common stock, par
value $1.00 per share, of the Registrant.
As a result of such purchase by Purchaser, all options issued pursuant
to the 2006 Plan became vested and exercisable. On November 30, 2007, the
Board of Directors of the Registrant caused all options issued pursuant to the
2006 Plan to be cashed out.
As a result, the offering pursuant to the Registration
Statement has been terminated. In
accordance with undertakings made by the Company in the Registration Statement
to remove from registration, by means of a post-effective amendment, any of the
securities which remain unsold at the termination of the offering, the Company
hereby removes from registration the securities of the Company registered but
unsold under the Registration Statement.
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SIGNATURE
Pursuant to the
requirements of the Securities Act, 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 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of Hunt
Valley, state of Maryland on this 17
th
day of December, 2007.
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UNITED
INDUSTRIAL CORPORATION
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By:
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/s/ James H. Perry
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Name:
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James H. Perry
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Title:
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Vice President, Chief
Financial Officer
and Controller
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3
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