Post-effective Amendment to an S-8 Filing (s-8 Pos)
October 03 2013 - 12:21PM
Edgar (US Regulatory)
Registration No. 333-97261
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
STEINWAY MUSICAL INSTRUMENTS, INC.
(Exact name of Registrant as specified in its Charter)
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Delaware
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35-1910745
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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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800 South Street, Suite 305
Waltham, Massachusetts 02453
(781) 894-9770
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
STEINWAY
MUSICAL INSTRUMENTS, INC. AMENDED AND RESTATED 1996 STOCK PLAN
(Full Title of the Plans)
Mr. Dennis M. Hanson
800 South Street, Suite 305
Waltham, Massachusetts 02453
(781) 894-9970
(Telephone
Number, Including Area Code, of Agent for Service)
Copies to:
Patrick J. Dooley, Esq.
Ron E. Deutsch, Esq.
Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New
York, New York 10036
Telephone: (212) 872-1080
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 definitions of large accelerated filer, accelerated filer, and smaller reporting 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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x
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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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TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 (this Post-Effective Amendment No. 1) relates to the Registration Statement on
Form S-8 (File No. 333-97261) (the Registration Statement) filed by Steinway Musical Instruments, Inc., a Delaware corporation (the Company), with the Securities and Exchange Commission on July 29, 2002,
registering 721,750 shares of the Companys Ordinary Common Stock, par value $0.001 per share, issuable under the Companys Amended and Restated 1996 Stock Plan.
On August 14, 2013, Pianissimo Holdings Corp., a Delaware corporation (Parent), Pianissimo Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Parent (Acquisition Sub), and the Company, entered into an Agreement and Plan of Merger (the Merger Agreement). Pursuant to the Merger Agreement, Acquisition Sub merged with and
into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the Merger). The Certificate of Merger was filed with the Secretary of State of the State of Delaware on September 19, 2013, and the
Merger became effective on such date.
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to
the Registration Statement. Accordingly, the Company hereby removes from registration the securities of the Company previously registered but not sold or otherwise issued as of the filing of this Post-Effective Amendment No. 1 under the
Companys Amended and Restated 1996 Stock Plan.
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 Waltham, Massachusetts, on
October 3, 2013.
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STEINWAY MUSICAL INSTRUMENTS, INC.
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By:
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/s/ Dennis M. Hanson
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Name:
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Dennis M. Hanson
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Title:
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Chief Financial Officer and General Counsel
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(Principal Financial Officer)
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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 date indicated.
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Dated: October 3, 2013
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By:
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/s/ Michael T. Sweeney
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Name:
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Michael T. Sweeney
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Title:
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Director and Chief Executive Officer
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(Principal Executive Officer)
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Dated: October 3, 2013
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By:
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/s/ Dennis M. Hanson
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Name:
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Dennis M. Hanson
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Title:
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Chief Financial Officer and General Counsel
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(Principal Financial Officer)
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Dated: October 3, 2013
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By:
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/s/ Donna Lucente
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Name:
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Donna Lucente
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Title:
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Chief Accounting Officer
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(Principal Accounting Officer)
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Dated: October 3, 2013
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By:
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/s/ Michael Waldorf
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Name:
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Michael Waldorf
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Title:
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Director
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Dated: October 3, 2013
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By:
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/s/ Kevin Swanson
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Name:
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Kevin Swanson
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Title:
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Director
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