Registration No. 333-188284
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
SENSIENT TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
| Wisconsin | | 39-0561070 |
| | | |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
777 East Wisconsin Avenue Milwaukee, Wisconsin | | 53202-5304 |
| | | |
| (Address of principal executive offices) | | (Zip Code) |
Sensient Technologies Corporation 2012 Non-Employee Directors Stock Plan
(Full title of the plan)
| John J. Manning |
Senior Vice President, General Counsel, and Secretary Sensient Technologies Corporation 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202-5304 (414) 271-6755 |
(Name, address, and telephone number, including area code, of agent for service)
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 ☒ | | 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. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to Registration Statement No. 333-188284 on Form S-8 (the “Registration Statement”) is filed to deregister certain securities issuable under the Sensient Technologies Corporation 2012 Non-Employee Directors Stock Plan (the “2012 Plan”).
At the annual meeting of shareholders of the Registrant held on April 28, 2022 (the “Effective Date”), the Registrant’s shareholders approved the Sensient Technologies Corporation 2017 Stock Plan, as amended and restated (the “Amended and Restated 2017 Plan”), which provides, among other things, that no new shares may be granted under the 2012 Plan following the Effective Date. The 2012 Plan shall continue to govern awards outstanding as of the Effective Date and such awards shall continue in force and effect until terminated pursuant to their terms.
As a result of the foregoing, the Registrant has terminated all offerings of the Registrant’s securities pursuant to the Registration Statement. Accordingly, pursuant to the undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offering, this Post-Effective Amendment No. 1 hereby removes from registration all of such securities registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment No. 1.
The Registrant is concurrently filing a separate Registration Statement on Form S-8 to register 350,000 additional shares of common stock, par value $0.10 per share, of the Registrant for issuance under the Amended and Restated 2017 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 the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on April 28, 2022.
| | SENSIENT TECHNOLOGIES CORPORATION |
| | | |
| | By: | /s/ John J. Manning |
| | | |
| | John J. Manning |
| | Senior Vice President, General Counsel, |
| | and Secretary |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities indicated on April 28, 2022.
| Signature | | Title |
| | | |
/s/ Paul Manning | | Chairman of the Board, President and Chief Executive Officer |
| Paul Manning | | (Principal Executive Officer) |
| | | |
/s/ Stephen J. Rolfs | | Senior Vice President and Chief Financial Officer |
| Stephen J. Rolfs | | (Principal Financial Officer) |
| | | |
/s/ Tobin Tornehl | | Vice President, Controller and Chief Accounting Officer |
| Tobin Tornehl | | (Principal Accounting Officer) |
| | | |
/s/ Joseph Carleone | | Director |
| Joseph Carleone | | |
| | | |
/s/ Mario Ferruzzi | | Director |
| Mario Ferruzzi | | |
| | | |
/s/ Carol R. Jackson | | Director |
| Carol R. Jackson | | |
| | | |
/s/ Sharad P. Jain | | Director |
| Sharad P. Jain | | |
| | | |
/s/ Donald W. Landry | | Director |
| Donald W. Landry | | |
| | | |
/s/ Deborah McKeithan-Gebhardt | | Director |
| Deborah McKeithan-Gebhardt | | |
| | | |
/s/ Scott C. Morrison | | Director |
| Scott C. Morrison | | |
| | | |
/s/ Elaine R. Wedral | | Director |
| Elaine R. Wedral | | |
| | | |
/s/ Essie Whitelaw | | Director |
| Essie Whitelaw | | |
