S-8 POS: Post-effective amendment to a S-8 registration statement
Published on December 22, 2006
As filed with the Securities and Exchange Commission on December 22, 2006
Registration No. 333-122028
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
NOVELIS INC.
(Exact name of registrant as specified in its charter)
Canada 98-0442987
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3399 Peachtree Road, NE, Suite 1500
Atlanta, Georgia 30326
(Address, including zip code, of Principal Executive Offices)
Alcancorp Hourly Employees' Savings Plan
Alcancorp Employees' Savings Plan
Thrift and Deferred Compensation Plan for Employees of Alcan Packaging Puerto Rico, Inc.
(Full title of the plans)
Leslie J. Parrette, Jr., Esq.
General Counsel
Novelis Inc.
3399 Peachtree Road, NE, Suite 1500
Atlanta, Georgia 30326
(404) 814-4200
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Jeffrey T. Haughey, Esq.
Blackwell Sanders Peper Martin LLP
Plaza Colonnade
4801 Main Street, Suite 1000
Kansas City, Missouri 64112
(816) 983-8000
EXPLANATORY NOTE
On January 13, 2005, the Company filed a registration statement on Form
S-8, File No. 333-122028 (the "Prior Registration Statement"), to register the
offer and sale of 500,000 common shares of the Company pursuant to the Alcancorp
Employees' Savings Plan (the "AESP") and 15,000 common shares of the Company
pursuant to the Alcancorp Hourly Employees' Savings Plan (the "HESP"). In
November 2005, the Company adopted the Novelis Savings & Retirement Plan
(the "Savings Plan") and the Novelis Hourly Savings Plan (the "Hourly Plan") and
in December 2005 transitioned its employees from the AESP to the Savings Plan
and from the HESP to the Hourly Plan. Under the Prior Registration Statement,
there is an aggregate of 340,698 common shares registered for offer and sale
pursuant to the AESP and the HESP that have not been issued (the "Unissued
Shares").
Contemporaneously with the filing of this post-effective amendment to the
Prior Registration Statement, the Company is filing a registration statement on
Form S-8 (the "New Registration Statement") to register the offer and sale of
1,000,000 common shares pursuant to the Savings Plan and 30,000 common shares
pursuant to the Hourly Plan.
In accordance with the principles set forth in Interpretation 89 under
Section G of the Manual of Publicly Available Telephone Interpretations of the
Division of Corporation Finance of the Securities and Exchange Commission (July
1997) and Instruction E to Form S-8, the Unissued Shares are being removed from
registration and, along with the $915.49 registration fee allocable thereto, are
being carried forward from the Prior Registration Statement to the New
Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on December 22, 2006.
NOVELIS INC.
By: /s/ William T. Monahan
--------------------------------------------
William T. Monahan
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William T. Monahan or Leslie J. Parrette, Jr., or
any of them, severally, as his/her attorney-in-fact and agent, with full power
of substitution and resubstitution, for him/her and in his/her name, place, and
stead, in any and all capacities, to sign any and all post-effective amendments
to this registration statement, and to file the same with all exhibits hereto,
and all other documents in connection herewith, with the Commission, granting
unto said attorney-in-fact and agent, and either of them, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or either of them, or their or his
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on December 22, 2006:
Signature Title
--------- -----
/s/ William T. Monahan Chairman of the Board and
- ------------------------------------
William T. Monahan Chief Executive Officer
(Principal Executive Officer)
/s/ Rick Dobson Chief Financial Officer
- ------------------------------------
Rick Dobson (Principal Financial Officer)
/s/ Robert M. Patterson Vice President and Controller
- ------------------------------------
Robert M. Patterson (Principal Accounting Officer)
/s/ Edward A. Blechschmidt Director
- ------------------------------------
Edward A. Blechschmidt
/s/ Charles G. Cavell Director
- ------------------------------------
Charles G. Cavell
/s/ Clarence J. Chandran Director
- ------------------------------------
Clarence J. Chandran
Signature Title
--------- -----
/s/ C. Roberto Cordaro Director
- ------------------------------------
C. Roberto Cordaro
/s/ Helmut Eschwey Director
- ------------------------------------
Helmut Eschwey
Director
- ------------------------------------
David J. FitzPatrick
/s/ Suzanne Labarge Director
- ------------------------------------
Suzanne Labarge
/s/ Rudolf Rupprecht Director
- ------------------------------------
Rudolf Rupprecht
/s/ Kevin M. Twomey Director
- ------------------------------------
Kevin M. Twomey
/s/ Edward V. Yang Director
- ------------------------------------
Edward V. Yang
/s/ Leslie J. Parrette, Jr. Authorized Representative in the
- ------------------------------------
Leslie J. Parrette, Jr. United States of America