filed with the Securities and Exchange Commission on May 11, 2017
Registration No. 333-215149
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-215149
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ASHLAND GLOBAL HOLDINGS INC.
(Exact name of registrant as specified in its charter)
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Delaware
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81-2587835
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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50 E. RiverCenter Boulevard
Covington, Kentucky 41011
(859) 815-3333
(Address, including zip code, of principal registered offices)
Valvoline Inc. 2016 Deferred Compensation Plan for Employees
Valvoline 401(k) Plan
(Full title of the Plans)
Peter J. Ganz, Esq.
Senior Vice President, General Counsel and Secretary
50 E. RiverCenter Boulevard
Covington, Kentucky 41011
(Name and address of agent for service)
(859) 815-3333
(Telephone number, including areas code, of agent for service)
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. (Check one)
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Large accelerated filer
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ý
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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
This Post-Effective Amendment is being filed by Ashland Global Holdings Inc., a Delaware corporation (the “Company”), in connection with the Final Distribution (as defined below) to de-register all shares of the Company’s common stock (“Company Common Stock”) registered on the Company’s Registration Statement on Form S-8 (No. 333-215149) filed on December 16, 2016 (the “Registration Statement”) registering the offering of certain Company Common Stock reserved for issuance pursuant to awards granted under the Valvoline Inc. 2016 Deferred Compensation Plan for Employees and the Valvoline 401(k) Plan referred to therein (collectively, the “Plans”).
On May 12, 2017, subject to certain customary conditions, the Company will distribute to its shareholders an aggregate of 170,000,000 shares of Valvoline Inc. common stock (the “Final Distribution”). Pursuant to the terms of the Plans, following the Final Distribution, obligations thereunder to issue shares of common stock shall be satisfied using Valvoline Inc. common stock.
The Company, by means of this Amendment, hereby terminates the Registration Statement and removes from registration all of the securities registered thereby which remain unsold as of the date hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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24.1
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Power of Attorney of each person whose signature on this Post-Effective Amendment No. 1 was signed by another pursuant to a power of attorney.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Amendment to the Registration Statement, and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Covington, Commonwealth of Kentucky, on this 11th day of May, 2017.
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ASHLAND GLOBAL HOLDINGS INC.
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(Registrant)
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By:
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/s/ Peter J. Ganz | |
| Name: Peter J. Ganz | |||
| Title: Senior Vice President, General Counsel and Secretary | |||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities indicated on May 11, 2017.
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Name
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Title
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Date
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*
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Chairman of the Board, Chief Executive Officer and Director
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May 11, 2017
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William A. Wulfsohn
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(Principal Executive Officer)
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*
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Senior Vice President and Chief Financial Officer
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May 11, 2017
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J. Kevin Willis
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(Principal Financial Officer)
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*
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Vice President and Controller
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May 11, 2017
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J. William Heitman
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(Principal Accounting Officer)
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Director
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May 11, 2017
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Brendan M. Cummins
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Director
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May 11, 2017
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William G. Dempsey
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Director
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May 11, 2017
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Jay V. Ihlenfeld
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Director
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May 11, 2017
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Barry W. Perry
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Director
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May 11, 2017
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Mark. C. Rohr
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Director
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May 11, 2017
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George A. Schaefer, Jr.
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Director
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May 11, 2017
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Janice J. Teal, Ph.D.
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Director
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May 11, 2017
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Michael J. Ward
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*The undersigned, by signing his name hereto, executes this Post-Effective Amendment No. 1 pursuant to a power of attorney executed by the above-named persons and filed with the Securities and Exchange Commission as an Exhibit to this Post-Effective Amendment No. 1.
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By:
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/s/ Peter J. Ganz | |
| Name: Peter J. Ganz | |||
| Title: Attorney-in-Fact | |||
| Date: May 11, 2017 |
The Valvoline 401(k) Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Lexington, Commonwealth of Kentucky, on this 11th day of May, 2017.
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VALVOLINE 401(K) PLAN
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/s/ Sara K. Stensrud
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Name: Sara K. Stensrud
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Title: Chief People and Communication Officer of Valvoline
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EXHIBIT INDEX
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Exhibit Number
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Description of Exhibit
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24.1*
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Power of Attorney of each person whose signature on this Post-Effective Amendment No. 1 was signed by another pursuant to a power of attorney.
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* Filed herewith.
Exhibit 24.1
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned Directors and Officers of ASHLAND GLOBAL HOLDINGS INC., a Delaware corporation (the “Corporation”), hereby constitutes and appoints WILLIAM A. WULFSOHN, PETER J. GANZ, MICHAEL S. ROE AND JENNIFER I. HENKEL, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act without the others, as attorneys-in-fact on behalf of the undersigned and in the undersigned’s name, place and stead, as a Director or an Officer of the Corporation: (i) to sign any post-effective amendment (each, a “Post-Effective Amendment”) to any existing registration statement of the Corporation under the Securities Act of 1933, as amended, on Form S‑8 (each, an “Existing Registration Statement”), any amendments thereto, and all further post-effective amendments and supplements to any such Post-Effective Amendment for the registration of the Corporation’s securities, which is necessary, desirable or appropriate (a) to de-register the offer or sale of securities under any employee benefit plan of Valvoline Inc. (“Valvoline”) or (b) in connection with any changes to any employee benefit plan of the Corporation in connection with the distribution of the remaining shares of Valvoline to the shareholders of the Corporation; and (ii) to file any Post-Effective Amendment and any and all amendments and supplements thereto, with any exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, in each case, in such forms as they or any one of them may approve, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Post-Effective Amendment and related Existing Registration Statement shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.
Dated: March 24, 2017
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/s/ William A. Wulfsohn
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/s/ Barry W. Perry
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Name: William A. Wulfsohn
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Name: Barry W. Perry
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Title: Chairman of the Board, Chief Executive Officer and Director
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Title: Director
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| (Principal Executive Officer) | ||||
| /s/ J. Kevin Willis | /s/ Mark C. Rohr | |||
| Name: J. Kevin Willis | Name: Mark C. Rohr | |||
| Title: Senior Vice President and Chief Financial Officer | Title: Director | |||
| (Principal Financial Officer) | ||||
| /s/ J. William Heitman | /s/ George A. Schaefer, Jr. | |||
| Name: J. William Heitman | Name: George A. Schaefer, Jr. | |||
| Title: Vice President and Controller | Title: Director | |||
| (Principal Accounting Officer) | ||||
| /s/ Brendan M. Cummins | /s/ Janice J. Teal | |||
| Name: Brendan M. Cummins | Name: Janice J. Teal | |||
| Title: Director | Title: Director | |||
| /s/ William G. Dempsey | /s/ Michael J. Ward | |||
| Name: William G. Dempsey | Name: Michael J. Ward | |||
| Title: Director | Title: Director | |||
| /s/ Jay V. Ihlenfeld | ||||
| Name: Jay V. Ihlenfeld | ||||
| Title: Director |