Delaware | 20-1489747 | |
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification No.) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company). |
Proposed | Proposed | |||||||||||||||||||||
Amount | Maximum | Maximum | ||||||||||||||||||||
to be | Offering Price | Aggregate | Amount of | |||||||||||||||||||
Title of Each Class of Securities to be Registered | Registered (1)(2) | Per Share | Offering Price | Registration Fee | ||||||||||||||||||
Common Stock, par value $0.01 per share |
1,115,952 shares | $27.56(3) | $30,755,637(3) | $2,193 | ||||||||||||||||||
(1) | The amount to be registered includes (a) 659,952 shares of the Registrants Common Stock issuable pursuant to new awards made under the 2010 Long-Term Incentive Plan and (b) up to 456,000 shares of the Registrants Common Stock which could become eligible for issuance under the Registrants 2010 Long-Term Incentive Plan to the extent that awards outstanding under the Registrants 2004 and 2005 Long-Term Incentive Plans are repurchased, forfeited, expire or otherwise terminate. | |
(2) | In accordance with Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrants Common Stock which become issuable under the plan by reason of a stock dividend, stock split, recapitalization or other similar transaction. | |
(3) | The proposed offering price per share is estimated in accordance with Rule 457(c) and (h) based on the average of the high and low prices of the Registrants Common Stock traded on the NASDAQ Global Market on June 23, 2010. The offering price is estimated solely for the purpose of calculating the registration fee. |
(i) | The Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on March 12, 2010, containing audited financial statements for the Registrants latest fiscal year. | ||
(ii) | All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) (other than information contained in Current Reports on Form 8-K that is deemed furnished and not filed), since the end of the fiscal year covered by the annual report referred to in (i) above, including the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 6, 2010. | ||
(iii) | The descriptions of the Registrants Common Stock which is contained in the Registrants Form 10, including any amendments or reports filed for the purpose of updating such description. |
4.1 | (1) | Certificate of Incorporation of Core-Mark Holding Company, Inc. |
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4.2 | (2) | Second Amended and Restated Bylaws of Core-Mark Holding Company, Inc. |
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4.3 | (3) | 2010 Long-Term Incentive Plan. |
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5.1 | Opinion of Weil, Gotshal & Manges LLP (filed herewith). |
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23.1 | Consent
of Deloitte & Touche LLP (filed herewith). |
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23.2 | Consent of Weil, Gotshal & Manges LLP (included in its opinion which appears as Exhibit 5.1 to
this Registration Statement). |
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24.1 | Power of Attorney (included on the signature page to this Registration Statement and
incorporated herein by reference). |
(1) | Incorporated by reference to the Registrants Registration Statement on Form 10, filed on September 6, 2005, as amended. | |
(2) | Incorporated by reference to Exhibit 3.2 of the Registrants Current Report on Form 8-K, filed on August 18, 2008. | |
(3) | Incorporated by reference to Annex A of the Registrants Proxy Statement on Form DEF14A, filed on April 13, 2010. |
(a) | The undersigned Registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective Registration Statement; and | ||
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | ||
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | ||
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
CORE-MARK HOLDING COMPANY, INC. |
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By: | /S/ J. MICHAEL WALSH | |||
Name: | J. Michael Walsh | |||
Title: | President and Chief Executive Officer |
Signature | Title | Date | ||
/S/ J. MICHAEL WALSH
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President, Chief Executive Officer | June 25, 2010 | ||
J. Michael Walsh
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and Director (Principal Executive Officer) | |||
/S/ STACY LORETZ-CONGDON
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Senior Vice President and Chief Financial | June 25, 2010 | ||
Stacy Loretz-Congdon
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Officer (Principal Financial Officer) | |||
/S/ CHRISTOPHER MILLER
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Vice President and Chief Accounting Officer | June 25, 2010 | ||
Christopher Miller
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(Principal Accounting Officer) | |||
/S/ RANDOLPH I. THORNTON
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Director; Chairman of the Board | June 25, 2010 | ||
Randolph I. Thornton |
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/S/ ROBERT A. ALLEN
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Director | June 25, 2010 | ||
Robert A. Allen |
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/S/ STUART W. BOOTH
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Director | June 25, 2010 | ||
Stuart W. Booth |
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/S/ GARY F. COLTER
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Director | June 25, 2010 | ||
Gary F. Colter |
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/S/ L. WILLIAM KRAUSE
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Director | June 25, 2010 | ||
L. William Krause |
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/S/ HARVEY L. TEPNER
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Director | June 25, 2010 | ||
Harvey L. Tepner |
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4.1 | (1) | Certificate of Incorporation of Core-Mark Holding Company, Inc. |
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4.2 | (2) | Second Amended and Restated Bylaws of Core-Mark Holding Company, Inc. |
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4.3 | (3) | 2010 Long-Term Incentive Plan. |
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5.1 | Opinion of Weil, Gotshal & Manges LLP (filed herewith). |
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23.1 | Consent of Deloitte & Touche LLP (filed herewith). |
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23.2 | Consent of Weil, Gotshal & Manges LLP (included in its opinion which appears as Exhibit 5.1 to
this Registration Statement). |
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24.1 | Power of Attorney (included on the signature page to this Registration Statement and
incorporated herein by reference). |
(1) | Incorporated by reference to the Registrants Registration Statement on Form 10, filed on September 6, 2005, as amended. | |
(2) | Incorporated by reference to Exhibit 3.2 of the Registrants Current Report on Form 8-K, filed on August 18, 2008. | |
(3) | Incorporated by reference to Annex A of the Registrants Proxy Statement on Form DEF14A, filed on April 13, 2010. |