As filed with the Securities and Exchange Commission on September 18, 2006.

Registration No. 333-71724

 

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)

Delaware

 

06-1052062

(State or Other Jurisdiction

 

(I.R.S. Employer

of Incorporation or Organization)

 

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)

Erik B. Carlson, Esq.
Secretary and General Counsel
TransMontaigne Inc.
1670 Broadway, Suite 3100
Denver, Colorado 80202
(303) 626-8200

with a copy to:
Whitney Holmes, Esq.
Morrison & Foerster LLP
370 Seventeenth Street, Suite 5200
Denver, Colorado  80202
(303) 592-1500

(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)

 

 




DEREGISTRATION OF COMMON STOCK

On October 17, 2001, the Registrant filed with the Securities and Exchange Commission a registration statement on Form S-8, Registration No. 333-71724 (the “Registration Statement”), for the sale of 2,312,095 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.

 

 

TRANSMONTAIGNE INC.

 

 

 

By:

/s/ Randall J. Larson

 

 

 

Randall J. Larson

 

 

Director, President and Chief Financial Officer

 

 

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.

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Randall J. Larson

 

Director, President and Chief

 

September 18, 2006

Randall J. Larson

 

Financial Officer (Principal Executive
Officer, Principal Financial Officer
and Principal Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Donald H. Anderson

 

Chairman of the Board

 

September 18, 2006

Donald H. Anderson

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Javed Ahmed

 

Director

 

September 18, 2006

Javed Ahmed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ William S. Dickey

 

Director

 

September 18, 2006

William S. Dickey

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Robert P. Kinney

 

Director

 

September 18, 2006

Robert P. Kinney

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Olav N. Refvik

 

Director

 

September 18, 2006

Olav N. Refvik

 

 

 

 

 

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/s/ John A. Shapiro

 

Director

 

September 18, 2006

John A. Shapiro

 

 

 

 

 

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