S-8 POS 1 s-8pos.htm POST-EFFECTIVE AMENDMENT NO. 1
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)
 

 
Delaware
81-2587835
(State of incorporation)
(I.R.S. Employer Identification No.)


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)

Large accelerated filer
ý
Accelerated filer
       
Non-accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company
   
Emerging growth company

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.

24.1
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.

 
 
 
 
 
 

 
 
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.

 
 
ASHLAND GLOBAL HOLDINGS INC.
 
 
(Registrant)
 
       
       
 
By:
/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.

Name
 
Title
 
Date
         
         
*
 
Chairman of the Board, Chief Executive Officer and Director
 
May 11, 2017
William A. Wulfsohn
 
(Principal Executive Officer)
   
         
*
 
Senior Vice President and Chief Financial Officer
 
May 11, 2017
J. Kevin Willis
 
(Principal Financial Officer)
   
         
*
 
Vice President and Controller
 
May 11, 2017
J. William Heitman
 
(Principal Accounting Officer)
   
         
*  
Director
 
May 11, 2017
Brendan M. Cummins
       
         
*  
Director
 
May 11, 2017
William G. Dempsey
       
         
*  
Director
 
May 11, 2017
Jay V. Ihlenfeld
       
   
 
   
*  
Director 
 
May 11, 2017
Barry W. Perry
       
         
*  
Director
 
May 11, 2017
Mark. C. Rohr
       
         
*  
Director
 
May 11, 2017
George A. Schaefer, Jr.
       
         
*  
Director
 
May 11, 2017
Janice J. Teal, Ph.D.
       
         
*  
Director
 
May 11, 2017
Michael J. Ward
       
         
 
*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.

 
 
By:
/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.
 

VALVOLINE 401(K) PLAN
       
           
           
By:
/s/ Sara K. Stensrud
   
 
 
 
Name:  Sara K. Stensrud
   
 
 
 
Title:    Chief People and Communication Officer of Valvoline
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
EXHIBIT INDEX


Exhibit Number
 
Description of Exhibit
     
24.1*
 
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.
 

 

* Filed herewith.