S-8 POS 1 form_s8.txt POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on May 28, 2008 Registration No. 333-11178 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- STOLT-NIELSEN S.A. (Exact name of Registrant as specified in its charter) ---------- Luxembourg Stolt-Nielsen S.A. N/A (State or other c/o Stolt-Nielsen Ltd. (I.R.S. Employer jurisdiction of) 65 Kingsway Identification No.) incorporation or London WC2B 6TD organization ENGLAND (Address of principal executive offices) ---------- Stolt-Nielsen Inc. Retirement Savings Plan (Full Title of Plan) ---------- Alan B. Winsor, Esq. Senior Vice President, Secretary and General Counsel Stolt-Nielsen Inc. 8 Sound Shore Drive, P.O. Box 2300 Greenwich, Connecticut 06836 (Name, address and telephone number, including area code, of agent for service) ---------- Copies to: Gregory Pryor, Esq. White & Case LLP 1155 Avenue of the Americas New York, New York 10036 Tel: (212) 819-8200 Fax: (212) 354-8113 ---------- ================================================================================ DEREGISTRATION OF UNSOLD SECURITIES This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 is being filed by Stolt-Nielsen S.A. (the "Registrant") to deregister all securities remaining unsold under that certain Registration Statement on Form S-8 (File No. 333-11178), filed on November 24, 1999 with the Securities and Exchange Commission (the "Registration Statement"), of the Registrant (formerly Stolt Tankers and Terminals (Holdings) S.A.) registering 250,000 common shares, no par value (the "Common Shares") of the Registrant, thereby registered for offer or sale pursuant to the Stolt-Nielsen Inc. Retirement Savings Plan (the "Plan"). The Registrant has since amended the Plan to remove the Stolt-Nielsen Inc. Stock Fund as an investment option under the Plan, effective July 1, 2007, such that no future awards of Common Shares will be made under the Plan. Therefore, the Registrant has terminated all offerings of its Common Stock pursuant to the Registration Statement. In accordance with the undertaking by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Registrant and the Plan hereby remove from registration the Common Shares of the Registrant and the interests in the Plan that were registered but unsold under the Registration Statement. SIGNATURES The Registrant. 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. 1 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norwalk, the State of Connecticut, on the 28th day of May, 2008. STOLT-NIELSEN S.A. By /s/ Niels G. Stolt-Nielsen --------------------------- Name: Niels G. Stolt-Nielsen Title: Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-8 has been signed below by the following persons in the capacities and on the dates indicated. Signatures Title Date ---------------------------- ----------------------------- ------------------- /s/ Jacob Stolt-Nielsen ---------------------------- (Jacob Stolt-Nielsen) Chairman of the Board May 28, 2008 /s/ Niels G. Stolt-Nielsen ---------------------------- (Niels G. Stolt-Nielsen) Chief Executive Officer May 28, 2008 (Principal Executive Officer) and Director /s/ Jan Chr. Engelhardtsen ---------------------------- (Jan Chr. Engelhardtsen) Chief Financial Officer May 28, 2008 (Principal Financial and Accounting Officer) /s/ Roelof Hendriks ---------------------------- (Roelof Hendriks) Director May 28, 2008 /s/ Hakan Larsson ---------------------------- (Hakan Larsson) Director May 28, 2008 /s/ Christer Olsson ---------------------------- (Christer Olsson) Director May 28, 2008 /s/ Jacob B. Stolt-Nielsen ---------------------------- (Jacob B. Stolt-Nielsen) Director May 28, 2008 /s/ Christopher J. Wright ---------------------------- (Christopher J. Wright) Director May 28, 2008 STOLT-NIELSEN INC., its duly authorized representative in the United States By: /s/ Alan B. Winsor -------------------------------- Name: Alan B. Winsor Title: Senior Vice President, Secretary and General Counsel The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, Eileen M. Graham, as Administrator of the Stolt-Nielsen Inc. Retirement Savings Plan, has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be signed on behalf of the Plan by the undersigned, thereunto duly authorized, in the City of Norwalk, the State of Connecticut, on the 28th day of May, 2008. STOLT-NIELSEN INC. RETIREMENT SAVINGS PLAN By /s/ Eileen M. Graham --------------------------------- Name: Eileen M. Graham Title: Plan Administrator