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Metro Inc. – ‘F-8 POS’ on 4/24/18

On:  Tuesday, 4/24/18, at 4:35pm ET   ·   Effective:  4/24/18   ·   Accession #:  1193125-18-128879   ·   File #:  333-221208

Previous ‘F-8 POS’:  ‘F-8 POS’ on 1/31/18   ·   Latest ‘F-8 POS’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/24/18  Metro Inc.                        F-8 POS     4/24/18    2:686K                                   Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-8 POS     Post-Effective Amendment No. 4 to Form F-8          HTML     43K 
 2: EX-3.20     Articles of Incorporation/Organization or By-Laws   HTML    373K 

As filed with the U.S. Securities and Exchange Commission on April 24, 2018

Registration No. 333-221208

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE

AMENDMENT NO. 4

TO

FORM F-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

METRO INC.

(Exact name of registrant as specified in its charter)

11011 Maurice-Duplessis Boulevard

Montréal, Québec, Canada H1C 1V6

(514) 643-1000

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation

111 Eighth Avenue

New York, NY 10011

(212) 894-8800

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective.

This registration statement and any amendment thereto shall become effective upon filing with the Commission in accordance with Rule 467(a).

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box.  ☐

If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this registration statement changes, the provisions of Rule 416 shall apply to this registration statement.

EXPLANATORY NOTE

This Post-Effective Amendment No. 4 amends the registration statement on Form F-8 filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 30, 2017 (File No. 333-221208) (the “Registration Statement”) to include the following:

The Registrant has filed the above referenced document in its home jurisdiction and such document is incorporated by reference into the Information Circular (as defined below).

PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

1. Home Jurisdiction Document.

Notice of Special Meeting of Shareholders and Management Information Circular, dated October 26, 2017 (the “Information Circular”) which was previously filed with the Registrant’s Form F-8 (Commission File No. 333-221208) filed with the Commission on October 30, 2017.

2. Informational Legends.

See page 2 of the Information Circular.

3. Incorporation of Certain Information by Reference.

Information has been incorporated by reference in the Information Circular from documents filed with securities commissions or similar authorities in Canada. As required by this Item, the Information Circular provides that copies of the documents incorporated by reference may be obtained on request without charge from the Corporate Secretary of the Registrant at 7151, Jean-Talon E., 3rd Floor, Montréal, Québec H1M 3N8, or by telephone at (514) 356-5823.

4. List of Documents Filed with the Commission.

See the section “U.S. Securities Law Matters” in the Information Circular. References to web addresses in the Information Circular are included as inactive textual references only. Except as specifically incorporated by reference into the Information Circular, information on these websites is not part of the Information Circular or part of this registration statement.

PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Indemnification of Directors and Officers

Under Section 159 of the Business Corporations Act (Québec) (the “QBCA”), a corporation must indemnify a present or former director or officer of the corporation, a mandatary or any other person who acts or acted at the corporation’s request as a director or officer of another group against all costs, charges and expenses reasonably incurred in the exercise of their functions, including an amount paid to settle an action or satisfy a judgment, or arising from any investigative or other proceeding in which the person is involved if (i) the person acted with honesty and loyalty in the interest of the corporation or, as the case may be, in the interest of the other group for which the person acted as director or officer or in a similar capacity at the corporation’s request, and (ii) in the case of a proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that his or her conduct was lawful. The corporation must also advance moneys to such person for the costs, charges and expenses of any such proceeding. Notwithstanding the foregoing, pursuant to Section 160 of the QBCA, in the event that a court or any other competent authority judges that the conditions in (i) and (ii) above are not fulfilled, the corporation may not indemnify the person and the person must repay to the corporation any moneys advanced. Furthermore, the corporation may not indemnify a person if the court determines that the person has committed an intentional or gross fault. In such case, the person must repay to the corporation any moneys advanced. The indemnification or the advance of any moneys may be made in connection with a derivative action only with court approval and only if the conditions in (i) and (ii) above are met. Under the QBCA, a corporation may purchase and maintain insurance for the benefit of its directors, officers and other mandataries against any liability incurred by them in their capacity as a director, officer or other mandatary of the corporation, or in their capacity as a director, officer or other mandatary of another group, if they act or acted in such capacity at the corporation’s request.

A policy of directors’ and officers’ liability insurance is maintained by the Registrant which insures directors and officers of the Registrant for losses as a result of claims based upon their acts or omissions as directors and officers, including liabilities under the Securities Act, and also reimburses the Registrant for payments made pursuant to the indemnity provisions under the QBCA. The directors and officers are not required to pay any premium in respect of the insurance.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Exhibits

A list of exhibits filed as part of this registration statement is set forth on the Exhibit Index immediately preceding such exhibits, which are incorporated herein by reference.

PART III

UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS

1. Undertaking

Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form F-8 or to transactions in said securities.

2. Consent to Service of Process

On October 30, 2017, the Registrant filed with the Commission a written irrevocable consent and power of attorney on Form F-X (Commission File No. 333-221208). Any change to the name or address of the agent for service of the Registrant shall be communicated promptly to the Commission by amendment to such Form F-X referencing the file number of this registration statement.

Exhibit Index

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-8 and has duly caused this Post-Effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montréal, Province of Québec, Country of Canada, on April 24, 2018.

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act, the Authorized Representative has duly caused this Post-Effective Amendment No. 4 to registration statement to be signed on its behalf by the undersigned, solely in its capacity as the duly authorized representative of METRO Inc. in the United States, on April 24, 2018.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘F-8 POS’ Filing		Date		Other Filings
Filed on / Effective on:		4/24/18		425
		3/17/18
		1/31/18		F-8 POS
		1/30/18
		12/23/17
		12/18/17		F-8 POS
		12/15/17
		12/11/17
		12/2/17
		11/27/17		F-8 POS
		10/30/17		F-8,  F-X
		10/26/17
		10/19/17		425
		10/18/17
		10/10/17		425
		10/6/17
		10/2/17		425
		9/30/17
		9/2/17
		7/11/17
		7/1/17
		4/27/17
		4/26/17
		3/11/17
		3/4/17
		1/24/17
		12/17/16
		12/9/16
		9/24/16
		7/2/16
		2/27/16
		9/26/15
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Filing Submission 0001193125-18-128879   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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