As filed with the Securities and Exchange Commission on June 9, 2008.
File No. 333-136561
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Arcadis N.V.
(Exact name of registrant as specified in its charter)
|
The Netherlands |
|
Not Applicable |
|
(State
or other jurisdiction of |
|
(I.R.S.
Employer |
Nieuwe Stationsstraat 10
6811 KS Arnhem
The Netherlands
Tel +31 26 3778 911
(Address of Principal Executive Offices) (Zip Code)
Arcadis N.V. 2005 Long-Term Incentive Plan
Arcadis G&M, Inc. 2002 Officer Stock Purchase Plan
Arcadis N. V. 2001 Long-Term Incentive Share Option Plan
Arcadis N.V. 2002 Employee Stock Purchase Plan
Heidemij N.V. 1996 Incentive Plan
Heidemij N.V. 1994 Incentive Plan
(Full title of the plans)
Anja M. Van Bergen-Van Kruijsbergen
Arcadis N.V.
Nieuwe Stationsstraat 10
6811 KS Arnhem
The Netherlands
(Name and Address of Agent For Service)
Tel +31 26 3778 245
(Telephone number, including area code, of agent for service)
Copies to:
Ashley E. Hufft, Esq.
Alston &
Bird LLP
90 Park Avenue
New York, NY 10016-1387
(212) 210-9444
EXPLANATORY STATEMENT
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the registration statements on Form S-8 (File Nos. 333-136561, 333-104780, 333-99489, 333-91646, 333-6280 and 33-76328) (the “Registration Statements”) of Arcadis N.V. (the “Company”) filed with the Securities and Exchange Commission on August 11, 2006, April 22, 2003, September 6, 2002, June 28, 2002, January 10, 1997, and March 11, 1994, respectively, which registered shares of the Company’s common stock to be issued to participants under the following Company plans:
Arcadis N.V. 2005 Long-Term Incentive Plan
Arcadis G&M, Inc. 2002 Officer Stock Purchase Plan
Arcadis N. V. 2001 Long-Term Incentive Share Option Plan
Arcadis N.V. 2002 Employee Stock Purchase Plan
Heidemij N.V. 1996 Incentive Plan
Heidemij N.V. 1994 Incentive Plan
(collectively, the “Plans”).
On June 9, 2008, the Company will terminate the registration of its common stock under Section 12(g) of the Exchange Act, and its corresponding reporting obligations under the Exchange Act, by filing a Form 15-F with the Securities and Exchange Commission. In accordance with an undertaking contained in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offerings, the Company hereby removes from registration all securities of the Company registered but unissued under the Registration Statements.
(Signatures on the following page)
2
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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Arnhem, The Netherlands, on this 9th day of June, 2008.
|
|
ARCADIS N.V. |
|
|
|
|
|
|
|
By |
/s/ Harrie L.J. Noy |
|
|
|
Harrie L.J. Noy |
|
|
|
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities and on the dates indicated.
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
/s/ Harrie L.J. Noy |
|
Chairman of the Executive Board |
|
June 9, 2008 |
|
Harrie L.J. Noy |
|
and Chief Executive Officer |
|
|
|
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Ben A. van der Klift |
|
Chief Financial Officer |
|
June 9, 2008 |
|
Ben A. van der Klift, MSc RC |
|
(Principal Financial and |
|
|
|
|
|
Accounting Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Rijnhard W.F. van Tets |
|
Chairman, Supervisory Board |
|
June 9, 2008 |
|
Rijnhard W.F. van Tets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ J.C.M. Schönfeld |
|
Member, Supervisory Board |
|
June 9, 2008 |
|
J.C.M. Schönfeld |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Carlos Espinosa de Los Monteros |
|
Member, Supervisory Board |
|
June 9, 2008 |
|
Carlos Espinosa de Los Monteros |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ George R. Nethercutt |
|
Member, Supervisory Board |
|
June 9, 2008 |
|
George R. Nethercutt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jan Peelen |
|
Member, Supervisory Board |
|
June 9, 2008 |
|
Jan Peelen |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Gerrit Ybema |
|
Member, Supervisory Board |
|
June 9, 2008 |
|
Gerrit Ybema |
|
|
|
|
3