As filed with the Securities and Exchange Commission on June 24, 2022
|
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
WestRock Company
(Exact name of registrant as specified in its charter)
|
|
Delaware
|
37-1880617
|
|
(State or other jurisdiction
of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
1000 Abernathy Road
(Address, including zip code, of registrant’s principal executive offices)
|
|
WestRock Company 401(k) Retirement Savings Plan
(Full title of the plan)
|
|
Denise R. Singleton
Executive Vice President, General Counsel and Secretary
WestRock Company
1000 Abernathy Road
(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
WestRock Company (the
“Company”) hereby amends its Registration Statement on Form S-8 (File No.
333-238517) filed with the Securities and Exchange Commission on
May 20, 2020 (the
“Form
S-8”), with respect to: (i) 8,000,000 shares of common stock of
the Company, par value $0.01 per share (the
“Common Stock”), that may be issued under the WestRock Company 401(k) Retirement Savings Plan (the
“Plan”) and acquired by participants and
beneficiaries under the Plan and (ii) an indeterminate number of interests to be offered or sold pursuant to the Plan (together with the Common Stock, the
“Securities”).
The Form S-8 was filed to register the Securities because in fiscal year 2020,
the Company began using Common Stock to satisfy Company funded contributions under the Plan. On
September
30, 2021,
the Company terminated this practice, with the final funding of contributions through Common Stock occurring in October 2021. As a result, plan interests are no longer offered or sold pursuant to the Plan, and Plan participants no longer
hold such interests.
The Company is filing this Post-Effective Amendment No. 1 to deregister 4,268,563 shares of Common Stock that remain unsold or unissued under the Plan, along with the associated plan
interests in the Plan and terminate the effectiveness of the Form S-8. This filing is made in accordance with an undertaking made by
the Company in the Form S-8 to remove from registration by means of a post-effective amendment any securities that
had been registered for issuance but remain unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 (the
“Securities Act”),
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 Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on
June 24, 2022.
|
|
WESTROCK COMPANY
|
|
|
|
|
|
|
|
|
Name: Steven B. Nickerson |
|
|
Title: Vice President, Associate General Counsel and
|
| |
|
No other person is required to sign this Post-Effective Amendment on behalf of
the Company in reliance upon Rule 478 under the Securities Act.
Pursuant to the requirements of the Securities Act, the WestRock Company Retirement Plan Administrative Committee, which administers the 401(k) Retirement Savings Plan has duly caused this Post-Effective
Amendment to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on
June 24, 2022.
WESTROCK COMPANY 401(k) RETIREMENT SAVINGS PLAN
Member
WestRock Company Retirement Plan Administrative Committee
