UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROCKWOOD HOLDINGS, INC.*
(Exact name of registrant as specified in its charter)
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Delaware
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52-2277366
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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451 Florida Street, Baton Rouge, Louisiana 70801
(Address of registrant’s principal executive office)
(225) 388-8011
(Registrant’s telephone number)
Karen G. Narwold
President, Treasurer and Secretary
Rockwood Holdings, Inc.
451 Florida Street, Baton Rouge, Louisiana 70801
Telephone: (225) 388-8011
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with a copy to:
Lisa L. Jacobs
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by the registrant.
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* The co-registrants listed on the “Table of Additional Registrants” below are also included in this Post-Effective Amendment No. 1 to Form S-3 Registration Statement as additional registrants.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. T
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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T
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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TABLE OF ADDITIONAL REGISTRANTS
The following direct and indirect subsidiaries of Rockwood Holdings, Inc. are co-registrants under this registration statement.
Exact Name of Registrant as
Specified in its Charter (or Other
Organizational Document)
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State or Other
Jurisdiction of
Incorporation
or Organization
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I.R.S.
Employer
Identification
Number
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Address, Including Zip Code, of
Registrant’s Principal Executive
Offices
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Telephone
Number,
Including Area
Code, of
Registrant’s
Principal
Executive
Offices
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Chemetall Corporation
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Delaware
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22-3140731
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675 Central Avenue,
New Providence, NJ 07974
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(908) 508-2122
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Chemetall US, Inc. (F/K/A Oakite Products, Inc.)
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Delaware
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13-3218362
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675 Central Avenue,
New Providence, NJ 07974
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(908) 464-6900
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Excalibur Realty Company
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Delaware
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26-0787531
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100 Overlook Center,
Princeton, NJ 08540
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(609) 514-0300
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Foote Chile Holding Company
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Delaware
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84-1468876
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348 Holiday Inn Drive,
Kings Mountain, NC 28086
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(704) 739-2501
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Pool Spa Holdings, Inc. (F/K/A Advantis Technologies, Inc.)
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Delaware
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58-2206931
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c/o C T Corporation System,
1209 Orange Street,
Wilmington, DE 19801
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(609) 514-0300
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Rockwood Lithium Inc. (F/K/A Chemetall Foote Corp.)
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Delaware
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51-0380781
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348 Holiday Inn Drive,
Kings Mountain, NC 28086
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(704) 739-2501
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Rockwood Specialties LLC (F/K/A Rockwood Specialties Inc.)
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Delaware
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22-2269008
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100 Overlook Center,
Princeton, NJ 08540
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(609) 514-0300
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Rockwood Specialties Group, Inc.
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Delaware
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52-2277390
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100 Overlook Center,
Princeton, NJ 08540
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(301) 470-3366
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Excalibur II Realty Company (F/K/A Southern Color N.A., Inc.)
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Delaware
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36-4521192
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7 Swisher Drive,
Cartersville, GA 30120
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(770) 386-4766
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3ASR (Registration No. 333-183959) (the “Registration Statement”) filed by Rockwood Holdings, Inc. and each of the additional registrants set forth in the “Table of Additional Registrants” above (together, the “Registrants”) on September 18, 2012 with the Securities and Exchange Commission (the “SEC”) registering the offer and sale of an indeterminate principal amount of debt securities and guarantees, which became effective immediately upon filing.
The Registrants previously sold $1,250,000,000 of 4.625% Senior Notes due 2020 issued by Rockwood Specialties Group, Inc. and guaranteed at issue by the other Registrants under the Registration Statement. The Registrants hereby file this Post-Effective Amendment No. 1 to deregister all remaining unsold debt securities and guarantees under the Registration Statement, such deregistration being in accordance with an undertaking made by the Registrants 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and Rule 478 thereunder, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on the 23rd of January, 2015.
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ROCKWOOD HOLDINGS, INC.
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By:
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Karen G. Narwold
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President, Treasurer and Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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President, Treasurer, Secretary and Director
(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)
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January 23, 2015
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Karen G. Narwold
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and Rule 478 thereunder, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on the 23rd of January, 2015.
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CHEMETALL CORPORATION
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By:
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Karen G. Narwold
Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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President and Director (Principal Executive Officer)
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January 23, 2015
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Ronald J. Felber
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Vice President, Finance and Treasurer (Principal Financial Officer and Principal Accounting Officer)
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January 23, 2015
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Kevin Filipski
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Secretary and Director
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January 23, 2015
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Karen G. Narwold
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Director
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January 23, 2015
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Steven L. Bray
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933 and Rule 478 thereunder, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on the 23rd of January, 2015.
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CHEMETALL US, INC.
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By:
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Ronald J. Felber
President
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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President and Director (Principal Executive Officer)
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January 23, 2015
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Ronald J. Felber
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Senior Vice President, Finance, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)
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January 23, 2015
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Kevin Filipski
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Director
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January 23, 2015
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Joris Merckx
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Director
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January 23, 2015
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Karen G. Narwold
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Director
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January 23, 2015
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Steven L. Bray
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and Rule 478 thereunder, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on the 23rd of January, 2015.
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EXCALIBUR REALTY COMPANY
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By:
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Karen G. Narwold
President, Treasurer and Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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President, Treasurer, Secretary and Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)
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January 23, 2015
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Karen G. Narwold
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Director
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January 23, 2015
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Steven L. Bray
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Assistant Secretary and Director
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January 23, 2015
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Michael W. Valente
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and Rule 478 thereunder, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on the 23rd of January, 2015.
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FOOTE CHILE HOLDING COMPANY
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By:
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Karen G. Narwold
Treasurer and Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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President and Director (Principal Executive Officer)
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January 23, 2015
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Ronald A. France
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Treasurer, Secretary and Director (Principal Financial Officer and Principal Accounting Officer)
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January 23, 2015
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Karen G. Narwold
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Director
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January 23, 2015
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John D. Groves
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Director
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January 23, 2015
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Steven L. Bray
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and Rule 478 thereunder, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on the 23rd of January, 2015.
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POOL SPA HOLDINGS, INC.
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By:
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Karen G. Narwold
President, Treasurer and Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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President, Treasurer, Secretary and Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)
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January 23, 2015
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Karen G. Narwold
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Director
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January 23, 2015
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Steven L. Bray
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Assistant Secretary and Director
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January 23, 2015
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Michael W. Valente
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and Rule 478 thereunder, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on the 23rd of January, 2015.
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ROCKWOOD LITHIUM INC.
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By:
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Karen G. Narwold
Treasurer and Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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President – Lithium North America (Principal Executive Officer)
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January 23, 2015
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John A. Mitchell
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Chief Financial Officer – Lithium North America (Principal Financial Officer and Principal Accounting Officer)
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January 23, 2015
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Ronald A. France
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/s/ Steffen Haber
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Director
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January 23, 2015
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Steffen Haber
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/s/ Marcus Brune
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Director
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January 23, 2015
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Marcus Brune
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Treasurer, Secretary and Director
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January 23, 2015
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Karen G. Narwold
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Director
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January 23, 2015
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Steven L. Bray
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and Rule 478 thereunder, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on the 23rd of January, 2015.
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ROCKWOOD SPECIALTIES LLC
(F/K/A ROCKWOOD SPECIALTIES INC.)
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By:
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Karen G. Narwold
Chief Executive Officer, Treasurer and Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Chief Executive Officer, Treasurer and Secretary (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
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January 23, 2015
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Karen G. Narwold
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President, Secretary and Treasurer of Rockwood Specialties Group, Inc., sole member of Rockwood Specialties LLC
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January 23, 2015
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Karen G. Narwold
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and Rule 478 thereunder, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on the 23rd of January, 2015.
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ROCKWOOD SPECIALTIES GROUP, INC.
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By:
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Karen G. Narwold
President, Treasurer and Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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President, Treasurer, Secretary and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
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January 23, 2015
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Karen G. Narwold
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Assistant Secretary and Director
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January 23, 2015
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Steven L. Bray
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and Rule 478 thereunder, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on the 23rd of January, 2015.
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EXCALIBUR II REALTY COMPANY
(F/K/A SOUTHERN COLOR N.A., INC.)
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By:
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Karen G. Narwold
President, Treasurer and Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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President, Treasurer, Secretary and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
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January 23, 2015
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Karen G. Narwold
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Director
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January 23, 2015
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Steven L. Bray
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