As filed with the Securities and Exchange Commission on September 18, 2006.
Registration No. 333-34579
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
TransMontaigne Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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06-1052062 |
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(State or Other Jurisdiction |
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(I.R.S. Employer |
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of Incorporation or Organization) |
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Identification Number) |
1670
Broadway, Suite 3100
Denver, CO 80202
(303) 626-8200
(Address,
Including Zip Code, and Telephone Number, Including Area Code,
of Registrant’s Principal Executive Offices)
TransMontaigne Inc. Equity Incentive Plan
(Full
title of the plan)
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Erik B. Carlson, Esq. |
with a copy to: |
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(Name, Address, Including Zip Code, and Telephone Number, |
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Including Area Code, of Agent For Service) |
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DEREGISTRATION of common stock
On August 28, 1997, the Registrant filed with the Securities and Exchange Commission a registration statement on Form S-8, Registration No. 333-34579 (the “Registration Statement”), for the sale of 1,800,000 shares of the common stock (the “Common Stock”), par value $0.01 per share, of the Registrant under the Registrant’s Equity Incentive Plan (the “Plan”).
On September 1, 2006, pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 22, 2006, by and among the Registrant, Morgan Stanley Capital Group Inc. (“Morgan Stanley”) and Buffalo Merger Sub Inc., a wholly owned subsidiary of Morgan Stanley (“Merger Co”), Merger Co merged with and into the Registrant, with Registrant continuing as the surviving corporation. At the effective time of the merger, all of our outstanding shares of common stock were converted into the right to receive $11.35 per share in cash, without interest. Because the Registrant is no longer a public company, this Post-Effective Amendment No. 1 is being filed to deregister all of the unissued shares of Common Stock formerly issuable under the Plan and registered under the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on September 18, 2006.
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TRANSMONTAIGNE INC. |
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By: |
/s/ Randall J. Larson |
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Randall J. Larson |
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Director, President and Chief Financial Officer |
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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 date indicated.
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Signature |
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Title |
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Date |
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/s/ Randall J. Larson |
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Director, President and Chief |
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September 18, 2006 |
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Randall J. Larson |
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Financial Officer (Principal Executive |
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/s/ Donald H. Anderson |
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Chairman of the Board |
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September 18, 2006 |
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Donald H. Anderson |
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/s/ Javed Ahmed |
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Director |
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September 18, 2006 |
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Javed Ahmed |
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/s/ William S. Dickey |
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Director |
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September 18, 2006 |
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William S. Dickey |
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/s/ Robert P. Kinney |
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Director |
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September 18, 2006 |
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Robert P. Kinney |
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/s/ Olav N. Refvik |
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Director |
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September 18, 2006 |
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Olav N. Refvik |
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/s/ John A. Shapiro |
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Director |
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September 18, 2006 |
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John A. Shapiro |
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