As filed with the Securities and Exchange Commission on July 20, 2020
Registration No. 333-234283
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
Form S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Lennox International Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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42-0991521
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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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2140 Lake Park Boulevard
Richardson, Texas 75080
(972) 497-5000
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
John D.
Torres
Executive Vice President, Chief Legal Officer and Secretary
Lennox International Inc.
2140 Lake Park Boulevard
Richardson, Texas 75080
(972) 497-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
James
E. OBannon
Jones Day
2727 North Harwood Street
Dallas, Texas 75201
(214) 220-3939
Approximate date of
commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any
of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment
plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☒
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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee(2)
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Debt Securities
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Guarantees of Debt Securities(3)
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Common Stock, $0.01 par value per share
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Preferred Stock, $0.01 par value per share
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Warrants
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Depositary Shares
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Units
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(1)
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There is being registered hereunder such indeterminate number or amount of debt securities, guarantees of debt
securities, common stock, preferred stock, warrants, depositary shares and units of Lennox International Inc. as may from time to time be issued at indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or
settlement of any securities registered hereunder, including under any applicable anti-dilution provisions.
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(2)
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In accordance with Rule 456(b) and Rule 457(r), the registrant is deferring payment of the registration fee
required in connection with this Registration Statement.
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(3)
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No separate consideration will be received for the guarantees of the debt securities being registered. In
accordance with Rule 457(n) under the Securities Act, no registration fee is payable with respect to the guarantees. See the following page for a table of guarantor registrants.
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