As filed with the Securities and Exchange Commission on November 1, 2023.
Registration No. 333-66594
Registration No. 333-76938
Registration No. 333-109446
Registration No. 333-125426
Registration No. 333-143529
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-66594
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-76938
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-109446
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-125426
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-143529
UNDER
THE SECURITIES ACT OF 1933
Bunge Limited
(Exact Name of Registrant as specified in its charter)
| Bermuda | | 98-0231912 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer
Identification No.) |
1391 Timberlake Manor Parkway
Chesterfield, Missouri 63017
(Address of Principal Executive Offices) (Zip Code)
Bunge Limited Equity Incentive Plan
Bunge Limited Non-Employee Directors Equity Incentive Plan
Bunge Limited 2007 Non-Employee Directors Equity Incentive Plan
(Full Title of the Plan)
Lisa Ware-Alexander, Esq.
Vice President, Deputy General Counsel and Corporate Secretary
Bunge Limited
1391 Timberlake Manor Parkway
Chesterfield, Missouri 63017
(314) 292-2000
(Telephone number, including area code, of agent for service)
Robert A. Profusek
Joel T. May
Jones Day
1221 Peachtree St N.E., Suite 400
Atlanta, Georgia 30361
(404) 581-8967
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.
| Large accelerated filer | x | Accelerated filer | ¨ |
| | | | |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
| | | | |
| | | Emerging growth company | ¨ |
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
Deregistration of Securities
This Post-Effective Amendment relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) of Bunge Limited, a Bermuda company (the “Registrant”), which have been previously filed with the Securities and Exchange Commission (the “Commission”), to deregister any and all shares of the Registrant’s common shares, $0.01 par value per share, registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof:
| · | File No. 333-66594, as filed with the Commission on August 2, 2001. |
| · | File No. 333-76938, as filed with the Commission on January 18, 2002. |
| · | File No. 333-109446, as filed with the Commission on October 3, 2003. |
| · | File No. 333-125426, as filed with the Commission on June 1, 2005. |
| · | File No. 333-143529, as filed with the Commission on June 5, 2007. |
On October 31, 2023, the Registrant received approval from the Supreme Court of Bermuda of a Scheme of Arrangement under Bermuda law (the “Scheme of Arrangement”) that would change the place of incorporation of the ultimate parent company of the Registrant and its subsidiaries from Bermuda to Switzerland (the “Redomestication”). The Scheme of Arrangement became effective upon receipt of the court approval and the filing of such approval with the Bermuda Registrar of Companies on October 31, 2023.
As a result of the Redomestication, any offerings of the Registrant’s securities pursuant to the Registration Statements have been terminated. This Post-Effective Amendment to the Registration Statements is being filed to terminate the effectiveness of the Registration Statements and remove from registration any and all securities previously registered but unsold under the Registration Statements as of the effective time of the Redomestication. In accordance with undertakings made by the registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain unsold at the termination of the offering, the registrant hereby removes from registration the securities registered but unsold under the Registration Statements, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chesterfield, State of Missouri, on November 1, 2023. No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.
| | Name: | John W. Neppl |
| | Title: | Executive Vice President and Chief Financial Officer |
