Registration No. 333-255216
| As filed with the Securities and Exchange Commission on July 5, 2023 | |||||
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION | |||||
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
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DIVERSEY HOLDINGS, LTD.
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Cayman Islands (State or other jurisdiction of incorporation or organization)
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Not Applicable (I.R.S. Employer Identification No.) | ||||
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1300 Altura Road, Suite 125 Fort Mill, South Carolina
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29708 (Zip Code) | ||||
| Diversey Holdings, Ltd. 2021 Omnibus Incentive Plan (Full title of the plans) | |||||
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Philip Wieland Chief Executive Officer 1300 Altura Road, Suite 125 Fort Mill, South Carolina (803) 746-2200 (Name, address and telephone number, including area code, of agent for service) | |||||
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With a copy to: Bradley C. Reed, P.C. Alexander M. Schwartz Kirkland & Ellis LLP 300 North LaSalle Chicago, IL 60654 United States (312) 862-2000 |
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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 ¨ | Accelerated filer x | ||||
| 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 UNSOLD SECURITIES
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the following Registration Statement on Form S-8 (the “Registration Statement”) previously filed by Diversey Holdings, Ltd., a Cayman Islands exempted company (the “Company”):
On July 5, 2023, pursuant to that certain Agreement and Plan of Merger, dated as of March 8, 2023 (the “Merger Agreement”), by and among the Company, Olympus Water Holdings IV, L.P., a Cayman Islands exempted limited partnership (“Parent”), acting by its general partner, Olympus Water Holdings, Limited, a Cayman Islands exempted company incorporated with limited liability, and Diamond Merger Limited, a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company, with the Company continuing as the surviving company as a wholly owned subsidiary of Parent.
In connection with the consummation of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of its securities pursuant to the above-referenced Registration Statement. In accordance with the undertakings made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that had been registered which remain unsold at the termination of the offering, the Company, by filing this Post-Effective Amendment, hereby terminates the effectiveness of the Registration Statement and removes from registration any and all securities registered but unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (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 Beverly Hills, State of California, on July 5, 2023.
| Diversey Holdings, Ltd. | ||
| By: | /s/ Mary Ann Sigler | |
| Name: Mary Ann Sigler | ||
| Title: President | ||
Pursuant to Rule 478 under the Securities Act no other person is required to sign this Post-Effective Amendment.