S-8 POS 1 aces8.htm POST-EFFECTIVE AMENDMENT NO. 2 aces8.htm
 


 
As filed with the Securities and Exchange Commission on March 20, 2008
 Registration No. 333-122635


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 

 
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
 

 
ACE AVIATION HOLDINGS INC.
(Exact Name of Registrant as Specified in Its Charter)

 
Canada
Not Applicable
 
(Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)

5100 de Maisonneuve Boulevard West
Montreal, Quebec
Canada H4A 3T2
(Address of Registrant's Principal Executive Offices)
 
ACE Aviation Holdings Inc. Employee Share Purchase Plan
(Full Title of Plan)

CT Corporation System
111 Eighth Avenue
New York, New York  10011
(212) 894-8940
(Name, Address and Telephone Number of Agent for Service)

Copies to:

Riccardo A. Leofanti, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
222 Bay Street
Suite 1750, P.O. Box 258
Toronto, Ontario M5K 1J5
(416) 777-4700
Jean Marc Huot, Esq.
Stikeman Elliott LLP
1155 Rene-Levesque Blvd. West
Suite 4000
Montreal, Quebec H3B 3V2
(514) 397-3000

 



 
 
 

 

EXPLANATORY NOTE
 

This Post-Effective Amendment No. 2 relates to the Registration Statement on Form S-8 (File No. 333-122635) of ACE Aviation Holdings Inc. (the "Registrant") initially filed with the Securities and Exchange Commission on February 8, 2005 (the "Registration Statement"), which registered (i) the offer and sale of up to 300,000 of the Registrant's Class A Variable Voting Shares to be issued to participants under the ACE Aviation Holdings Inc. Employee Share Purchase Plan (the "Plan"), and (ii) the interests in the Plan.  This Post-Effective Amendment No. 2 is being filed for the purpose of deregistering, as of the effective date of this Post-Effective Amendment No. 2, any remaining securities registered, but not sold, under this Registration Statement.
 

 
 

 


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 this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montreal, Province of Quebec, Canada on March 20, 2008.


 
ACE AVIATION HOLDINGS INC.
 
 
 
By:    /s/ Robert A. Milton
   
Name:  Robert A. Milton
   
Title:    President and Chief Executive Officer


 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on March 20, 2008.
 
                                        Signature
 
                         Title
     
     
/s/ Robert A. Milton
   
Robert A. Milton
 
President and Chief Executive Officer
     
     
          *
   
Brian Dunne
 
Executive Vice President and Chief Financial Officer
     
     
     
Bernard Attali
 
Director
     
     
          *
   
Robert E. Brown
 
Director
     
     
     
Carlton D. Donaway
 
Director
     
     
          *
   
Michael M. Green
 
Director
     
     
          *
   
W. Brett Ingersoll
 
Director
     
     
          *
   
Pierre Marc Johnson
 
Director
     
     
 
 
 

 

 
 

 
     
Richard H. McCoy
 
Director
     
     
     
John T. McLennan
 
Director
     
     
          *
   
David I. Richardson
 
Director
     
     
          *
   
Marvin Yontef
 
Director
     
     
*By:  /s/ Robert A. Milton
   
          Robert A. Milton
   
          Attorney-in-Fact
   



 
 
AUTHORIZED REPRESENTATIVE


Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned certifies that it is the duly authorized United States representative of the Registrant and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on behalf of it by the undersigned, thereunto duly authorized, in the City of Montreal, Province of Quebec, Canada on March 20, 2008.


 
MAPLE LEAF HOLDINGS USA INC.
 
(Authorized U.S. Representative)
   
   
 
By:   /s/ Michael Rousseau
   
Name:  Michael Rousseau
   
Title:    President

 
 

 
 

ACE AVIATION HOLDINGS INC. EMPLOYEE SHARE PURCHASE PLAN


Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montreal, Province of Quebec, Canada on March 20, 2008.


 
ACE AVIATION HOLDINGS INC. EMPLOYEE SHARE PURCHASE PLAN
   
 
By:  ACE Aviation Holdings Inc.
   
   
 
By:  /s/ Robert A. Milton
   
Name:   Robert A. Milton
   
Title:     President and Chief Executive Officer