- Post-Effective Amendment to an S-8 filing (S-8 POS)
March 15 2012 - 9:04AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on March 14, 2012
Registration No. 2-48770
Registration No. 33-11879
Registration No. 333-77318
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post Effective Amendment No. 1 to
Form S-8 Registration Statement No. 2-48770
Post Effective Amendment No. 1 to
Form S-8 Registration Statement No. 33-11879
Post Effective Amendment No. 2 to
Form S-8 Registration Statement No. 333-77318
Under
The Securities Act of 1933
AMERICAN BILTRITE INC.
(Exact name of registrant as specified in its
charter)
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Delaware
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04-1701350
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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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57 River Street
Wellesley Hills, MA 02481-2097
(Address of principal executive offices) (zip
code)
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American Biltrite Inc. Qualified Stock Option
Plan
American Biltrite Inc. 1985 Stock Option
Plan
American Biltrite Inc. 1993 Stock Award and
Incentive Plan
(Full titles
of the plans)
Henry W. Winkleman, Esq.
Vice President, Corporate Counsel and Secretary
American Biltrite Inc.
57 River Street
Wellesley Hills, MA 02481-2097
(N
ame
and address of agent for service)
(781) 237-6655
(Telephone number, including area code, of agent
for service)
Copies to:
Louis A. Goodman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Beacon Street, 31
st
Floor
Boston, MA 02108
(617) 573-4800
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 the definitions of "large accelerated
filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check
one):
Large Accelerated filer
¨
Accelerated filer
¨
Non-Accelerated filer
¨
Smaller reporting company
x
DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments relate to the
following Registration Statements on Form S-8 of American Biltrite Inc. (the “Company”) (the “Registration Statements”):
File No. 2-48770 pertaining to the registration
of 250,000 shares of common stock of the Company in connection with the Company’s Qualified Stock Option Plan, which was
filed with the Securities and Exchange Commission (the “SEC”) on August 3, 1973;
File No. 33-11879 pertaining to the registration
of 150,000 shares of common stock of the Company in connection with the Company’s 1985 Stock Option Plan, which was filed
with the SEC on February 10, 1987; and
File No. 333-77318 pertaining to the registration
of 200,000 shares of common stock of the Company in connection with the Company’s 1993 Stock Award and Incentive Plan, which
was filed with the SEC on April 4, 1994, as amended by the Post-Effective Amendment No. 1 filed on June 30, 1994.
The offerings pursuant to the Registration Statements
have been terminated. In accordance with undertakings made by the Company in the Registration Statements 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 Statements.
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 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the Town of Wellesley Hills, Commonwealth of Massachusetts, on March 14, 2012.
American Biltrite
Inc.
By
/s/ Howard
N. Feist III
Howard N. Feist III
Vice President-Finance and Chief
Financial Officer
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment has been signed by the following persons in the capacities indicated as
of March 14, 2012.
Signature
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Title
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/s/ Roger S. Marcus
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Chairman of the Board, Chief Executive
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Roger S. Marcus
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Officer and Director (
Principal Executive
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Officer)
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/s/ Richard G. Marcus
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President, Chief Operating Officer and
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Richard G. Marcus
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Director
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/s/ William M. Marcus
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Executive Vice President, Treasurer and
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William M. Marcus
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Director
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/s/ Leo R. Breitman
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Director
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Leo R. Breitman
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/s/ John C. Garrels III
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Director
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John C. Garrels III
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/s/ Mark N. Kaplan
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Director
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Mark N. Kaplan
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/s/ James S. Marcus
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Director
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James S. Marcus
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/s/ Mark S. Newman
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Director
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Mark S. Newman
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/s/ Kenneth I. Watchmaker
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Director
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Kenneth I. Watchmaker
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/s/ Howard N. Feist III
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Vice President-Finance, Chief Financial
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Howard N. Feist III
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Officer (
Principal Financial Officer and
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Principal Accounting Officer
)
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