As filed with the Securities and Exchange Commission on July 29, 2014
Registration Nos.: 033-19021; 033-37884; 033-44528; 033-44930
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1 to Form S-8 (033-19021)
Post-Effective Amendment No. 1 to Form S-8 (033-37884)
Post-Effective Amendment No. 1 to Form S-8 (033-44528)
Post-Effective Amendment No. 1 to Form S-8 (033-44930)
under the Securities Act of 1933
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SCHAWK, 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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66-0323724
(I.R.S. Employer Identification No.)
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1695 South River Road
Des Plaines, Illinois 60018
(Address, including zip code of registrant’s principal executive offices)
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Filtertek, Inc. and Filtertek de Puerto Rico, Inc. Incentive Stock Option Plan
Filtertek, Inc. and Filtertek de Puerto Rico, Inc. Equity Option Plan
Filtertek, Inc. and Filtertek de Puerto Rico, Inc. Outside Directors’ Formula Stock Option Plan
(Full titles of the plans)
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David A. Schawk
Schawk, Inc.
c/o SGK LLC (as successor by merger to Schawk, Inc.)
1695 South River Road
Des Plaines, Illinois 60018
(847) 827-9494
(Name, address and telephone number, including area code, of agent for service)
Copies to:
John T. McEnroe, Esq.
Vedder Price P.C.
222 North LaSalle Street
Chicago, Illinois 60601
(312) 609-7500
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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. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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EXPLANATORY STATEMENT
The Post-Effective Amendments on Form S-8 relate to the following Registration Statements on Form S-8 (the “
Registration Statements
”) previously filed by Schawk, Inc., including its predecessor companies (the “
Company
”), with the Securities and Exchange Commission:
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1.
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Registration Statement No. 033-19021, filed on December 11, 1987, registering 450,000 shares of the Company’s common stock (the “
Common Stock
”) issuable under the Filtertek, Inc. and Filtertek de Puerto Rico, Inc. Incentive Stock Option Plan.
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2.
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Registration Statement No. 033-37884, filed on November 19, 1990, registering 450,000 shares of Common Stock issuable under the Filtertek, Inc. and Filtertek de Puerto Rico, Inc. Equity Option Plan.
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3.
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Registration Statement No. 033-44528, filed on December 13, 1991, registering an additional 800,000 shares of Common Stock issuable under the Filtertek, Inc. and Filtertek de Puerto Rico, Inc. Equity Option Plan.
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4.
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Registration Statement No. 033-44930, filed on January 7, 1992, registering 25,000 shares of Common Stock issuable under the Filtertek, Inc. and Filtertek de Puerto Rico, Inc. Outside Directors’ Formula Stock Option Plan.
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On July 29, 2014, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of March 16, 2014, among the Company, Matthews International Corporation (“
Matthews
”), Moonlight Merger Sub Corp., a wholly-owned subsidiary of Matthews (“
Merger Sub 1
”), and Moonlight Merger Sub LLC, a wholly-owned subsidiary of Matthews (“
Merger Sub 2
”), Merger Sub 1 merged with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Matthews (the “
Merger
”). Immediately thereafter, the Company merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving entity and a wholly owned subsidiary of Matthews under the name “SGK LLC.” In connection with the Merger, the Company terminated any and all offerings of the Company’s securities pursuant to previously filed registration statements. Accordingly, Post-Effective Amendments to the Registration Statements are being filed solely for the purpose of deregistering all shares of Common Stock covered by the Registration Statements that remain unsold, if any, as of the effective time of the Merger.
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 on Form S-8 and has duly caused the Post-Effective Amendments to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Des Plaines, State of Illinois, on July 29, 2014.
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SGK LLC
(as successor by merger to Schawk, Inc., the
Registrant)
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By:
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/s/David A. Schawk
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Name:
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David A. Schawk
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Title:
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Vice President
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Pursuant to the requirements of the Securities Act of 1933, as amended, the Post-Effective Amendments to Form S-8 have been signed by the following persons in the capacities and on the dates indicated.
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Joseph C. Bartolacci
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Manager and Principal Executive
Officer
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July 29, 2014
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/s/
Steven F. Nicola
Steven F. Nicola
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Manager and Principal Financial
Officer
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July 29, 2014
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/s/
Brian D. Walters
Brian D. Walters
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Manager
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July 29, 2014
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