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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/02/20 Archer-Daniels-Midland Co S-8 POS 7/02/20 1:26K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: S-8 POS Post-Effective Amendment of a Form S-8 HTML 18K Registration
S-8 POS |
As filed with the Securities and Exchange Commission on July 2, 2020.
Registration No. 333-169133
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
ARCHER-DANIELS-MIDLAND COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 41-0129150 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
77 West Wacker Drive, Suite 4600 |
60601 | |
(Address of Principal Executive Offices) | (Zip Code) |
Archer-Daniels-Midland Company 2009 Incentive Compensation Plan
(Full Title of the Plan)
D. Cameron Findlay
Senior Vice President, Secretary and General Counsel
Archer-Daniels-Midland Company
77 West Wacker Drive, Suite 4600
(217) 424-5200
(Name, Address and Telephone Number of Agent for Service)
Copy to:
W. Morgan Burns
Faegre Drinker Biddle & Reath LLP
2200 Wells Fargo Center
90 South Seventh Street
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. ☐
EXPLANATORY NOTE
Archer-Daniels-Midland Company (the “Company”) is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement (the “Post-Effective Amendment”) to deregister certain securities originally registered by the Company pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 31, 2010 (Registration Statement No. 333-169133 and referred to herein as the “Prior Registration Statement”) with respect to shares of the Company’s common stock, no par value (the “Common Stock”), thereby registered for offer or sale pursuant to the Archer-Daniels-Midland Company 2009 Incentive Compensation Plan (the “2009 Plan”). The Prior Registration Statement registered 30,000,000 shares of Common Stock.
The Company has since adopted a new equity incentive plan, the Archer-Daniels-Midland Company 2020 Incentive Compensation Plan (the “2020 Plan”), which replaced the 2009 Plan as of May 7, 2020, the date the Company’s stockholders approved the 2020 Plan. No future awards will be made under the 2009 Plan. This Post-Effective Amendment is being filed solely to deregister shares registered under the Prior Registration Statement that will not be used for awards under the 2009 Plan. Such shares are hereby deregistered under the Prior Registration Statement.
Contemporaneously with the filing of this Post-Effective Amendment, the Company is filing a new Registration Statement on Form S-8 (the “New Registration Statement”) to register the shares of Common Stock now available for offer or sale pursuant to the 2020 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 of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chicago, State of Illinois on the 2nd day of July, 2020.
ARCHER-DANIELS-MIDLAND COMPANY | ||
By: | /s/ R. G. Young | |
R. G. Young | ||
Executive Vice President, Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on July 2, 2020 by the following persons in the capacities indicated, including a majority of the registrant’s directors:
Name | Title | |
* J. R. Luciano |
Chairman, President and Chief Executive Officer and Director (Principal Executive Officer) | |
/s/ R. G. Young |
Executive Vice President, Chief Financial Officer (Principal Financial Officer) | |
/s/ J. P. Stott |
Group Vice President, Finance and Corporate Controller (Principal Accounting Officer) | |
* M. S. Burke |
Director |
* T. K. Crews |
Director | |
* P. Dufour |
Director | |
* D. E. Felsinger |
Director | |
* S. F. Harrison |
Director | |
* P. J. Moore |
Director | |
* F. J. Sanchez |
Director | |
* D. A. Sandler |
Director | |
* L.Z. Schlitz |
Director | |
* K. R. Westbrook |
Director |
*By: | /s/ D. C. Findlay | |
D. C. Findlay | ||
Senior Vice President, General Counsel & Secretary and Attorney-in-Fact |
This ‘S-8 POS’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 7/2/20 | |||
5/7/20 | 8-K, DEF 14A | |||
8/31/10 | 4, S-8 | |||
List all Filings |