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
INDUSTRIAL DISTRIBUTION GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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58-2299339
(I.R.S. Employer
Identification No.) |
950 E. Paces Ferry Road
Suite 1575
Atlanta, Georgia 30326
(Address, Including Zip Code, of Registrant’s Principal Executive Offices)
INDUSTRIAL DISTRIBUTION GROUP, INC.
2007 STOCK INCENTIVE PLAN
(Full Title of the Plan)
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| Jack P. Healey
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Copies to: |
Executive Vice President, Chief Financial
Officer and Corporate Secretary
Industrial Distribution Group, Inc.
950 E. Paces Ferry Road
Suite 1575
Atlanta, Georgia 30326
(404) 949-2100
(Name, Address, and Telephone Number,
Including Area Code, of Agent for Service)
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Jacob D. Smith, Esq.
Luther King Capital Management
301 Commerce Street, Suite 1600
Fort Worth, Texas 76102
(817) 332-3235
and
W. Randy Eaddy, Esq.
Kilpatrick Stockton LLP
1100 Peachtree Street, N.E.
Atlanta, Georgia 30309-4530
(404) 815-6500 |
DEREGISTRATION OF UNISSUED SHARES
Industrial Distribution Group, Inc., a Delaware corporation (the
“Registrant”) is filing this
post-effective amendment to deregister certain securities originally registered pursuant to Form
S-8 Registration Statement No.
333-142991, filed on
May 15, 2007, pursuant to which
the Registrant
registered 1,122,180 shares of common stock, par value $0.01 per share of
the Registrant (the
“Common Stock”), for issuance under the Industrial Distribution Group, Inc. 2007 Stock Incentive
Plan.
On
August 6, 2008,
the Registrant consummated a merger transaction (the
“Merger”) pursuant to
an Agreement and
Plan of Merger, dated as of
April 25, 2008 (the
“Merger Agreement”), in which
Eiger Holdco, LLC (
“Eiger”), an affiliate of Luther King Capital Management, acquired 100%
ownership of
the Registrant. In accordance with the Merger Agreement, upon the consummation of the
Merger, each share of Common Stock outstanding at the effective time of the Merger (the
“Effective
Date”) was automatically canceled and converted into the right to receive $12.10 per share in cash.
Eiger now owns 100% of the stock of
the Registrant.
Consistent with the Merger, the Common Stock ceased to trade on, and has been delisted from,
the NASDAQ Global Market and the registration thereof pursuant to Section 12(g)(4) and Rule 12h-3
of the Securities Exchange Act of 1934, as amended, was terminated.
In connection with the consummation of the transactions contemplated by the Merger Agreement,
the Registrant terminated all offerings of
the Registrant’s securities pursuant to the above
referenced Registration Statement. Accordingly, pursuant to the undertakings contained in such
Registration Statement to remove from registration, by means of a Post-Effective Amendment, any of
the securities being registered which remain unsold at the termination of the offerings, the
Company is filing this Post-Effective Amendment No. 1 to this Registration Statement to deregister
all the shares of
the Company’s common stock registered and reserved for issuance under such
Registration Statement which remained unissued as of the Effective Date.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State
of Georgia, on this 3
rd day of September, 2008.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following persons in the
capacities indicated on
September 3, 2008.
