0001104659-17-060227.txt : 20171002 0001104659-17-060227.hdr.sgml : 20171002 20171002162740 ACCESSION NUMBER: 0001104659-17-060227 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20171002 DATE AS OF CHANGE: 20171002 EFFECTIVENESS DATE: 20171002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Neff Corp CENTRAL INDEX KEY: 0001617667 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-200419 FILM NUMBER: 171114810 BUSINESS ADDRESS: STREET 1: 3750 N.W. 87TH AVENUE STREET 2: SUITE 400 CITY: MIAMI STATE: FL ZIP: 33178 BUSINESS PHONE: (305) 513-3350 MAIL ADDRESS: STREET 1: 3750 N.W. 87TH AVENUE STREET 2: SUITE 400 CITY: MIAMI STATE: FL ZIP: 33178 S-8 POS 1 a17-22742_3s8pos.htm S-8 POS

 

As filed with the Securities and Exchange Commission on October 2, 2017

Registration No. 333-200419

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8 REGISTRATION STATEMENT NO. 333-200419

 

UNDER THE SECURITIES ACT OF 1933

 

 

NEFF CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware
(State of Incorporation)

 

37-1773826
(IRS Employer
Identification No.)

 

3750 N.W. 87th Avenue, Suite 400

Miami, FL 33178

(305) 513-3350

(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive
Offices)

 

NEFF CORPORATION 2014 INCENTIVE AWARD PLAN

(Full Title of the Plan)

 

 

Mark Irion

Chief Financial Officer

Neff Corporation

3750 N.W. 87th Avenue, Suite 400

Miami, FL 33178

(305) 513-3350

(Name, Address, including Zip Code, and Telephone Number, including Area 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):

 

Large accelerated filer o

 

Accelerated filer x

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

Emerging growth company x

 

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. Yeso  No x

 

 

 


 

DEREGISTRATION OF UNSOLD SECURITIES

 

The post-effective amendment (the “Post-Effective Amendment”) relates to the following Registration Statement on Form S-8 (the “Registration Statement”) filed by Neff Corporation, a Delaware corporation (“Neff”), with the Securities and Exchange Commission (the “SEC”):

 

·                  Registration Statement on Form S-8 (No. 333-200419), filed with the SEC on November 21, 2014, which registered the offering of an aggregate of 1,500,000 shares of Class A common stock, $0.01 par value (the “Shares”).

 

On October 2, 2017, pursuant to the Agreement and Plan of Merger, dated as of August 16, 2017 (the “Merger Agreement”), by and among United Rentals (North America), Inc., a Delaware corporation (“URNA”), Neff Corporation and UR Merger Sub III Corporation, a Delaware corporation and wholly owned subsidiary of URNA (“Merger Sub”), Merger Sub merged with and into Neff (the “Merger”), with Neff surviving the Merger as a wholly owned subsidiary of URNA.

 

In connection with the Merger, Neff is terminating all offerings of its securities pursuant to the Registration Statement. In accordance with the undertakings made by Neff in the Registration Statement, Neff hereby removes and withdraws from registration the securities registered under the Registration Statement that remain unsold as of the date hereof.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Neff 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 described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut on October 2, 2017.

 

 

Neff Corporation

 

 

 

 

By:

/s/ Joli L. Gross

 

 

Name: Joli L. Gross

 

 

Title: Vice President, General Counsel and Corporate Secretary

 

No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.

 

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