Form S-8 POS DOW CHEMICAL CO /DE/

As filed with the Securities and Exchange Commission on October 27, 2016

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8 REGISTRATION STATEMENT NO. 333-199664

UNDER THE SECURITIES ACT OF 1933

 

 

 

THE DOW CHEMICAL COMPANY

(a Delaware corporation)

Executive Offices — 2030 Dow Center

Midland, Michigan 48674

(Name, state of incorporation and address of principal executive office of registrant)

I.R.S. Employer Identification No. 38-1285128

 

 

THE DOW CHEMICAL COMPANY

2012 Employee Stock Purchase Plan

(Full title of the plan)

 

 

Charles J. Kalil

Executive Vice President and General Counsel

THE DOW CHEMICAL COMPANY

2030 Dow Center

Midland, Michigan 48674

(Name and address of agent for service)

Telephone: (989) 636-1000

 

 

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 (Check one):

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐  (Do not check if a smaller reporting company)		Smaller reporting company		☐

 

 

 

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This Post-Effective Amendment No. 1 is being filed to amend Registration Statement No. 333-199664 on Form S-8 pursuant to which the Registrant registered 8,000,000 shares of its Common Stock, par value $2.50 per share (the “Stock”), for sale through the 2015 tranche of The Dow Chemical Company 2012 Employees’ Stock Purchase Plan (the “Plan”). After the Registration Statement was filed and became effective, eligible employees purchased 3,148,837 shares of the Stock under the provisions of the Plan. Accordingly, the Registrant hereby deregisters the remaining 4,851,163 shares of the Stock by filing this Post-Effective Amendment No. 1 to amend Registration Statement No. 333-199664.

SIGNATURES

The Registrant. 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 amendment to Registration Statement No. 333-199664 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Michigan, on October 27, 2016.

 

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.

 

A. BANGA* A. Banga		Director
J. K. BARTON* J. K. Barton		Director
J. A BELL* J. A. Bell		Director
R. K. DAVIS* R. K. Davis		Director

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J. M. FETTIG* J. M. Fettig		Lead Director
A. N. LIVERIS* A. N. Liveris		Director, Chairman and Chief Executive Officer
M. LOUGHRIDGE* M. Loughridge		Director
R. J. MILCHOVICH* R. J. Milchovich		Lead Director
R. S. MILLER* R. S. Miller		Director
P. POLMAN* P. Polman		Director
D. H. REILLEY* D. H. Reilley		Director
J. M. RINGLER* J. M. Ringler		Director
R. G. SHAW* R. G. Shaw		Director
/S/ R. C. EDMONDS R. C. Edmonds		Vice President and Controller (Principal Accounting Officer)
H. I. UNGERLEIDER* H. I. Ungerleider		Vice Chairman and Chief Financial Officer

 

*By:		/S/ RONALD C. EDMONDS
		Ronald C. Edmonds Attorney-in-Fact

October 27, 2016

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EXHIBIT INDEX

 

Exhibit No.		Description of Exhibit
24		Power of Attorney

Exhibit 24

Power of Attorney

Each person whose signature appears below constitutes and appoints Ronald C. Edmonds, Charles J. Kalil and Howard I. Ungerleider, acting severally, as his or her attorney-in-fact and agent, to sign one or more registration statements on Form S-8 and any or all amendments (including post-effective amendments) to such registration statements in connection with the registration under the Securities Act of 1933 of shares of the common stock of The Dow Chemical Company pursuant to the 2012 Employee Stock Purchase Plan, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney-in-fact and agent full power and authority to perform any act in connection with any of the foregoing as fully to all intents and purposes as he or she might do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. Each attorney-in-fact and agent is hereby granted full power of substitution and revocation with respect hereto.

 

SIGNATURE		TITLE		DATE
/S/ A. Banga A. Banga		Director		October 13, 2016
/S/ J.K. Barton J. K. Barton		Director		October 13, 2016
/S/ J. A. Bell J. A. Bell		Director		October 13, 2016
/S/ R. K. Davis R. K. Davis		Director		October 13, 2016
/S/ R. C. Edmonds R. C. Edmonds		Vice President and Controller (Principal Accounting Officer)		October 13, 2016
/S/ J. M. Fettig J. M. Fettig		Lead Director		October 13, 2016
/S/ A. N. Liveris A. N. Liveris		Director, Chairman, President and Chief Executive Officer		October 13, 2016

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/S/ M. Loughridge M. Loughridge		Director		October 13, 2016
/S/ R. J. Milchovich R. J. Milchovich		Director		October 13, 2016
/S/ R. S. Miller R. S. Miller		Director		October 13, 2016
/S/ P. Polman P. Polman		Director		October 13, 2016
/S/ D. H. Reilley D. H. Reilley		Director		October 13, 2016
/S/ J.M. Ringler J.M. Ringler		Director		October 13, 2016
/S/ R. G. Shaw R. G. Shaw		Director		October 13, 2016
/S/ H. I. Ungerleider H. I. Ungerleider		Chief Financial Officer and Executive Vice President		October 13, 2016

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