As filed with the Securities and Exchange Commission on January 30, 2019
Registration No. 333-195058
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
The Greenbrier Companies, Inc.
(Exact name of registrant as specified in its charter)
| Oregon | 93-0816972 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |
| One Centerpointe Drive, Suite 200 Lake Oswego, Oregon |
97035 | |
| (Address of principal executive offices) | (Zip Code) | |
2014 Employee Stock Purchase Plan
(Full title of the plan)
William A. Furman
Chairman, Chief Executive Officer and President
The Greenbrier Companies, Inc.
One Centerpointe Drive, Suite 200
Lake Oswego, Oregon 97035
(503) 684-7000
(Name, address and telephone number of agent for service)
Copy to:
Sherrill A. Corbett
Tonkon Torp LLP
1600 Pioneer Tower
888 S.W. Fifth Avenue
Portland, Oregon 97204
(503) 221-1440
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 is filed by The Greenbrier Companies, Inc., an Oregon corporation (the “Registrant”), to amend Registration Statement No. 333-195058 on Form S-8 (as amended, the “Registration Statement”), pursuant to which the Registrant registered 750,000 shares of its common stock, no par value (the “Stock”), for sale under the Registrant’s 2014 Employee Stock Purchase Plan (the “Plan”). On October 24, 2018, subject to approval by the Registrant’s shareholders, the Registrant adopted an amendment to the Plan (the “Amendment”) extending the termination date of the Plan from February 28, 2019 to February 29, 2024. Except for the extension of the termination date of the Plan, the Plan remains in full force and effect in accordance with its terms. The Registrant’s shareholders approved the Amendment on January 9, 2019. The Plan is filed herewith as Exhibit 99.1 and the Amendment is filed herewith as Exhibit 99.2.
Item 8. Exhibits.
The Exhibit Index to the Registration Statement is amended to include Exhibits 99.1 and 99.2 filed herewith and listed on the Exhibit Index immediately preceding the signature page, which Exhibit Index is incorporated herein by this reference.
[Signature pages follow]
INDEX TO EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Portland, State of Oregon, on January 25, 2019.
| THE GREENBRIER COMPANIES, INC. | ||
| By: | /s/ William A. Furman | |
| William A. Furman Chairman, Chief Executive Officer and President | ||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints William A. Furman his or her true and lawful attorney-in-fact and agent, with full power of substitution for him or her in any and all capacities, to sign any and all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto such attorney and agent full power and authority to do any and all acts and things necessary or advisable in connection with such matters, and hereby ratifying and confirming all that the attorney and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on January 25, 2019:
Principal Executive Officers:
| /s/ William A. Furman |
| William A. Furman Chairman, Chief Executive Officer and President |
| /s/ Lorie L. Tekorius |
| Lorie L. Tekorius Executive Vice President and Chief Operating Officer (Principal Financial Officer) |
| /s/ Adrian J. Downes |
| Adrian J. Downes Senior Vice President, Acting Chief Financial Officer and Chief Accounting Officer (Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on January 25, 2019:
Directors:
| /s/ William A. Furman |
| William A. Furman, Chairman |
| /s/ Thomas B. Fargo |
| Thomas B. Fargo |
| /s/ Wanda F. Felton |
| Wanda F. Felton |
| /s/ Graeme A. Jack |
| Graeme A. Jack |
| /s/ Duane C. McDougall |
| Duane C. McDougall |
| /s/ David L. Starling |
| David L. Starling |
| /s/ Charles J. Swindells |
| Charles J. Swindells |
| /s/ Donald A. Washburn |
| Donald A. Washburn |
| /s/ Kelly M. Williams |
| Kelly M. Williams |