S-8 POS
As
filed with the Securities and Exchange Commission on December 20, 2010
Registration No. 333-102825
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
International Flavors & Fragrances Inc.
(Exact name of Registrant as specified in its charter)
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New York
(State or other jurisdiction of
incorporation or organization)
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13-1432060
(IRS Employer
Identification No.) |
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521 West 57th Street, New York, New York
(Address of principal executive offices)
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10019
(Zip Code) |
Registrants telephone number, including area code (212) 765-5500
International Flavors & Fragrances Inc. 2000 Stock Award and Incentive Plan
Dennis M. Meany, Esq.
Senior Vice President, General Counsel and Secretary
International Flavors & Fragrances Inc.
521 West 57th Street
New York, New York 10019
Telephone: (212) 765-5500
(Name, address, including zip code, 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, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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EXPLANATORY STATEMENT DEREGISTRATION OF SHARES
International Flavors & Fragrances Inc. (the Company) has filed this Post-Effective Amendment No.
1 to Form S-8 Registration Statement (Post-Effective Amendment) to deregister certain securities
issuable under the International Flavors & Fragrances Inc. 2000 Stock Award and Incentive Plan (the
2000 Plan), which were originally registered by the Company on a Form S-8 Registration Statement
(File No. 333-102825) filed with the Securities and Exchange Commission (the Commission) on
January 30, 2003 (the Prior Registration Statement).
On February 2, 2010, the Board of Directors adopted, subject to shareholder approval, the
International Flavors & Fragrances Inc. 2010 Stock Award and Incentive Plan (the 2010 Plan). On
April 27, 2010, the 2010 Plan was approved by the shareholders at the Companys annual meeting of
shareholders. The 2010 Plan provides, among other things, that shares of the Companys common
stock, par value $0.121/2 per share (Common Stock), that are authorized to be awarded under the
2000 Plan and that, as of April 27, 2010, have not been issued and are not subject to outstanding
awards granted under the 2000 Plan shall become available for issuance under the 2010 Plan.
As of the date of this Post-Effective Amendment, there are 749,669 shares of Common Stock that are
authorized to be awarded under the 2000 Plan but that, as of April 27, 2010, have not been issued
and are not subject to outstanding awards granted under the 2000 Plan, and as a result, are now
available for issuance under the 2010 Plan. These 749,669 shares of Common Stock are no longer
available for new awards under the 2000 Plan and will not be issued under the 2000 Plan.
The Company is concurrently filing a separate registration statement on Form S-8 to register these
749,669 shares of Common Stock and additional shares of Common Stock for issuance under the 2010
Plan.
Except to the extent specified above, the Prior Registration Statement as previously filed is not
amended or otherwise affected by this Post-Effective Amendment thereto.
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 the
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, and State of New York, on this 20th day of December, 2010.
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INTERNATIONAL FLAVORS & FRAGRANCES INC. |
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By:
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/s/ Dennis M. Meany |
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Dennis M. Meany
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Senior Vice President, General Counsel and Secretary |
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Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to the
Registration Statement has been signed by the following persons in the capacities and on the dates
indicated.
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Signature |
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Date |
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/s/ Douglas D. Tough
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Chairman of the Board and Chief Executive Officer
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December 20, 2010 |
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(Principal Executive Officer) |
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/s/ Kevin C. Berryman
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Executive Vice President and Chief Financial Officer
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December 20, 2010 |
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(Principal Financial and Accounting Officer) |
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/s/ Margaret Hayes Adame*
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Director
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December 20, 2010 |
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/s/ Marcello Bottoli*
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Director
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December 20, 2010 |
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/s/ Linda B. Buck*
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Director
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December 20, 2010 |
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Signature |
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Date |
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/s/ J. Michael Cook*
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Director
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December 20, 2010 |
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/s/ Roger W. Ferguson, Jr.*
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Director
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December 20, 2010 |
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/s/ Peter A. Georgescu*
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Director
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December 20, 2010 |
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/s/ Alexandra A. Herzan*
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Director
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December 20, 2010 |
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/s/ Henry W. Howell, Jr.*
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Director
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December 20, 2010 |
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/s/ Katherine M. Hudson*
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Director
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December 20, 2010 |
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/s/ Arthur C. Martinez*
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Director
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December 20, 2010 |
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Signed by Jodie Simon Friedman, as attorney-in-fact on behalf of each person so indicated
pursuant to powers of attorney previously filed with the Commission or filed herewith. |
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By:
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/s/ Jodie Simon Friedman |
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Attorney-in-Fact
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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24 |
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Power of Attorney |