Post-effective Amendment to an S-8 Filing (s-8 Pos)
29 Enero 2018 - 4:27PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission
on January 29, 2018
Registration No. 333-205829
Registration No. 333-209777
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
ARCONIC INC.
(Exact name of registrant as specified
in its charter)
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Delaware
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25-0317820
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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390 Park Avenue
New York, New York 10022-4608
(Address of principal executive office,
including zip code)
RTI INTERNATIONAL METALS, INC. EMPLOYEE
SAVINGS AND INVESTMENT PLAN
RTI BARGAINING UNIT EMPLOYEE SAVINGS
AND INVESTMENT PLAN
RTI EMPLOYEE SAVINGS & INVESTMENT
PLAN
(Full Title of Plans)
Katherine H. Ramundo
Executive Vice President, Chief Legal
and Compliance Officer and Secretary
390 Park Avenue,
New York, New York 10022-4608
(212) 836-2731
(Name, Address and 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, 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.
(Check one):
Large accelerated filer
ü
Accelerated
filer
¨
Non-accelerated filer
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(Do not check if a smaller reporting company)
Smaller reporting company
¨
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.
¨
EXPLANATORY NOTE
On December 31, 2017 (the “Effective Date”), Arconic Inc., a Pennsylvania corporation
(“Arconic Pennsylvania” or, prior to the Reincorporation (as defined below), the “Company,” and formerly
known as Alcoa Inc.) merged with and into Arconic Inc., a Delaware corporation (“Arconic Delaware” or, following the
Reincorporation, the “Company”) in order to effect the change of the Company’s jurisdiction of incorporation
from Pennsylvania to Delaware (the “Reincorporation”). The shareholders of Arconic Pennsylvania approved the Reincorporation
at a special meeting of shareholders held on November 30, 2017. Arconic Delaware is deemed to be the successor issuer of Arconic
Pennsylvania under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The common stock, par value $1.00 per share, of Arconic Pennsylvania
(the “Arconic Pennsylvania Common Stock”) was listed for trading on the New York Stock Exchange and traded under the
symbol “ARNC.” As of the Effective Date, this symbol, without interruption, represents shares of common stock, par
value $1.00 per share, of Arconic Delaware (the “Arconic Delaware Common Stock”). There was no change in the Exchange
Act File Number assigned by the Securities and Exchange Commission (the “Commission”) as a result of the Reincorporation.
This Post-Effective Amendment No. 1 incorporates by reference
the contents of the earlier Registration Statements on Form S-8 filed by Arconic Pennsylvania with the Commission on July 23, 2015
(File No. 333-205829), and on February 26, 2016 (File No. 333-209777) (collectively, the “Registration Statements”),
registering 1,041,575 shares of Arconic Pennsylvania Common Stock, and an indeterminate number of plan interests, to be issued
to participants in the RTI International Metals, Inc. Employee Savings and Investment Plan, RTI Bargaining Unit Employee Savings
and Investment Plan and RTI Employee Savings & Investment Plan (the “Plans”).
Effective after the close of business on December 31, 2016,
the Company terminated the Plans. Thereafter, all assets were distributed from the Plans’ accounts. The offering of Arconic
Pennsylvania Common Stock (and any related shares of Arconic Delaware Common Stock) and plan interests under the Plans has terminated.
This Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 is being filed to deregister 290,764 shares of Arconic
Pennsylvania Common Stock (and any related shares of Arconic Delaware Common Stock) and plan interests that were registered under
the Registration Statements. Such shares of Arconic Pennsylvania Common Stock (and any related shares of Arconic Delaware Common
Stock) remain unissued under the Plans.
SIGNATURES
The Registrant.
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 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New York, the State of New York, on this
29
th
day of January 2018.
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ARCONIC INC.
(Registrant)
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By
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/s/ Paul Myron
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Paul Myron
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Vice President and Controller
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(Principal Accounting Officer)
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Pursuant to the requirements of the Securities
Act of 1933, this Post-Effective Amendment has been signed below 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/ Charles P. Blankenship, Jr.
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Chief Executive Officer; Director
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January 29, 2018
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Charles P. Blankenship, Jr.
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(Principal Executive Officer)
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Executive Vice President and Chief Financial Officer
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January 29, 2018
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Ken Giacobbe
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(Principal Financial Officer)
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Vice President and Controller
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January 29, 2018
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Paul Myron
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(Principal Accounting Officer)
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Arthur D. Collins, Jr., Rajiv L. Gupta,
Sean O. Mahoney, E. Stanley O’Neal, John C. Plant, Julie G. Richardson, Patricia F. Russo and Ulrich R. Schmidt, each as
a Director, on January 29, 2018, by Katherine H. Ramundo, their attorney-in-fact.
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/s/ Katherine H.
Ramundo
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Katherine H.
Ramundo
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Attorney-in-fact
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The Plans.
Pursuant to the
requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plans) have duly caused this
Post-Effective Amendment to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of
New York, State of New York, on January 29, 2018.
RTI International Metals, Inc. Employee
Savings and Investment Plan
RTI Bargaining Unit Employee Savings and
Investment Plan
RTI Employee Savings & Investment Plan
By:
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/s/ Vas Nair
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Vas Nair, Member, Arconic Inc.
Benefits Management Committee
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By:
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/s/ Brian Redmond
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Brian Redmond, Member, Arconic Inc.
Benefits Management Committee
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By:
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/s/ Scott M. Zahorchak
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Scott M. Zahorchak, Member, Arconic Inc.
Benefits Management Committee
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Arconic Inc. (AMEX:ARNC.PR)
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