CAI-A CAI International Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-143000

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-159870

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-176369

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-187058

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-206102

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-212135

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-219615

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-232257

 

UNDER THE SECURITIES ACT OF 1933

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CAI INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

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CAI INTERNATIONAL, INC. 2007 EQUITY INCENTIVE PLAN

CAI INTERNATIONAL, INC. 2007 EQUITY INCENTIVE PLAN (AS AMENDED)

CAI INTERNATIONAL, INC. 2019 INCENTIVE PLAN

CAI INTERNATIONAL, INC. 2019 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

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(415) 788-0100

(Telephone number, including area code, of agent for service)

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Copy to:

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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.

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 to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

 

 These Post-Effective Amendments (collectively, the “Post-Effective Amendments”) relate to the following Registration Statements (each, a “Registration Statement” and, collectively, the “Registration Statements”) of CAI International, Inc. (the “Company”):

 

 

 

 

 

 

 

 

 

The Company hereby amends each Registration Statement by deregistering all of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”), registered on the above-referenced Registration Statements that has not been sold or offered or otherwise remains unissued.

 

On November 22, 2021, pursuant to an Agreement and Plan of Merger, dated as of June 17, 2021, by and among the Company, Mitsubishi HC Capital Inc., a Japanese corporation (“Parent”), and Cattleya Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger as a wholly-owned subsidiary of Parent. In connection with the Merger, the Company is terminating its offering of Common Stock pursuant to the Registration Statements.

 

In accordance with the undertaking contained in Part II, Item 9 of the Registration Statement pursuant to Item 512(a)(3) of Regulation S-K, the Company files these Post-Effective Amendments to terminate the effectiveness of the Registration Statements and to remove from registration all shares of Common Stock which remain unissued under the Registration Statements as of the date hereof, if any. After giving effect to these Post-Effective Amendments, there will be no remaining shares of Common Stock registered for issuance by the Company pursuant to the Registration Statements.