-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R9avploNbRQVFRycWhfoPmRsW4bL4n47/T/vaZavcxrCK5B/p3WQuJkXALCypq8A 6bTuiwhUIskdUU9aX98RjA== 0000950129-07-004443.txt : 20070904 0000950129-07-004443.hdr.sgml : 20070903 20070904122403 ACCESSION NUMBER: 0000950129-07-004443 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070904 DATE AS OF CHANGE: 20070904 EFFECTIVENESS DATE: 20070904 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL COMPRESSION HOLDINGS INC CENTRAL INDEX KEY: 0001057234 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 133989167 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-69504 FILM NUMBER: 071096269 BUSINESS ADDRESS: STREET 1: 4440 BRITTMOORE RD CITY: HOUSTON STATE: TX ZIP: 77041 BUSINESS PHONE: 7134664103 MAIL ADDRESS: STREET 1: 4440 BRITTMOORE RD CITY: HOUSTON STATE: TX ZIP: 77041 S-8 POS 1 h49683csv8pos.htm POST-EFFECTIVE AMENDMENT TO FORM S-8 sv8pos
 

As filed with the Securities and Exchange Commission on September 4, 2007
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
     
POST EFFECTIVE AMENDMENT NO. 1 TO
  POST EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-120108
  Form S-8 Registration Statement No. 333-67784
POST EFFECTIVE AMENDMENT NO. 1 TO
  POST EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-99473
  Form S-8 Registration Statement No. 333-55260
POST EFFECTIVE AMENDMENT NO. 1 TO
  POST EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-69504
  Form S-8 Registration Statement No. 333-37648
UNDER THE SECURITIES ACT OF 1933
Universal Compression Holdings, Inc.
(Exact name of registrant as specified in its charter)
     
Texas
(State or other jurisdiction of
incorporation or organization) 		  13-3989167
(I.R.S. Employer
Identification No.)
     
4444 Brittmoore Road
Houston, Texas
(Address of Principal
Executive Offices) 		  77041
(Zip code)
 
Universal Compression Holdings, Inc. Incentive Stock Option Plan
Universal Compression Holdings, Inc. Restricted Stock Plan
Universal Compression, Inc. 401(k) Retirement and Savings Plan
Universal Compression, Inc. Employees’ Supplemental Savings Plan
Universal Compression Holdings, Inc. Employee Stock Purchase Plan
Universal Compression Holdings, Inc. Restricted Stock Plan For Executive Officers
Universal Compression Holdings, Inc. Directors’ Stock Plan
(Full title of the plan)
 
Donald C. Wayne
Senior Vice President, General Counsel and Secretary
Exterran Holdings, Inc.
4444 Brittmoore
Houston, Texas 77041
(Name and address of agent for service)
(713) 335-7000
(Telephone number, including area code, of agent for service)
 
 

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DEREGISTRATION OF UNSOLD SECURITIES
     These Post-Effective Amendments relate to the following Registration Statements of Universal Compression Holdings, Inc. (the “Registrant”).
     Registration Statement on Form S-8 (File No. 333-120108) pertaining to the registration of 1,000,000 shares of the Registrant’s common stock issuable under the Registrant’s Incentive Stock Option Plan and 1,000,000 shares of the Registrant’s common stock issuable under the Registrant’s Restricted Stock Plan.
     Registration Statement on Form S-8 (File No. 333-99473) pertaining to the registration of 2,000,000 shares of the Registrant’s common stock issuable under the Registrant’s Incentive Stock Option Plan, 400,000 shares of the Registrant’s common stock issuable under the Universal Compression, Inc. 401(k) Retirement and Savings Plan and 20,000 shares of the Registrant’s common stock issuable under the Universal Compression, Inc. Employees’ Supplemental Savings Plan.
     Registration Statement on Form S-8 (File No. 333-69504) pertaining to the registration of 100,000 shares of the Registrant’s common stock issuable under the Universal Compression, Inc. 401(k) Retirement and Savings Plan.
     Registration Statement on Form S-8 (File No. 333-67784) pertaining to the registration of 250,000 shares of the Registrant’s common stock issuable under the Registrant’s Employee Stock Purchase Plan, 350,000 shares of the Registrant’s common stock issuable under the Registrant’s Restricted Stock Plan for Executive Officers and 15,000 shares of the Registrant’s common stock issuable under the Registrant’s Directors’ Stock Plan.
     Registration Statement on Form S-8 (File No. 333-55260) pertaining to the registration of 1,100,000 shares of the Registrant’s common stock issuable under the Registrant’s Incentive Stock Option Plan.
     Registration Statement on Form S-8 (File No. 333-37648) pertaining to the registration of 1,912,421 shares of the Registrant’s common stock issuable under the Registrant’s Incentive Stock Option Plan.
     The Registration Statements referred to above are collectively referred to as the “Registration Statements”; the Plans referred to above are collectively referred to as the “Plans.”
     On August 20, 2007, pursuant to an Agreement and Plan of Merger, dated as of February 5, 2007, as amended on June 25, 2007 (the “Merger Agreement”), by and among the Registrant, Exterran Holdings, Inc. (formerly known as Iliad Holdings, Inc.) (“Exterran”), Hanover Compressor Company, Ulysses Sub, Inc., a wholly owned subsidiary of Exterran, and Hector Sub, Inc., a wholly owned subsidiary of Exterran, Ulysses Sub, Inc. merged with and into the Registrant. As a result of this merger, the Registrant became a wholly owned subsidiary of Exterran. As provided in the Merger Agreement, each issued and outstanding share of the Registrant’s common stock was automatically converted into the right to receive one share of Exterran common stock. The Registrant subsequently merged with and into Exterran, with Exterran surviving that merger.
     In accordance with an undertaking made by the Registrant in the Registration Statements to remove by means of a post-effective amendment any shares of the Registrant’s common stock that remain unsold at the termination of the offering, the Registrant hereby deregisters any and all shares of common stock originally reserved for issuance under the Plans and registered under the Registration Statements listed above that remain unissued at the effective time of the mergers contemplated by the Merger Agreement.

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SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, as amended, Universal Compression Holdings, Inc. certifies that it has reasonable grounds to believe that all the requirements for filing on Form S-8 are met and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned thereunto duly authorized, in Houston, Texas on the 4th day of September 2007.
         
  UNIVERSAL COMPRESSION HOLDINGS, INC.
 		  
  By:   /s/ Donald C. Wayne    
    Donald C. Wayne    
    Senior Vice President, General Counsel and Secretary
Exterran Holdings, Inc.
(successor to Universal Compression Holdings, Inc.) 		  
 

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