sv8pos
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As filed with the Securities
and Exchange Commission on March 2, 2009
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Registration No. 333-116102 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 2
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)
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Oregon
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93-0816972 |
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(State or other jurisdiction of
of incorporation or organization)
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(IRS Employer
Identification No.) |
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One Centerpointe Drive, Suite 200 |
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Lake Oswego, Oregon
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97035 |
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(Address of principal executive offices)
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(Zip Code) |
2004 Employee Stock Purchase Plan
(Full title of the plan)
William A. Furman
President and Chief Executive Officer
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 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):
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company)
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DEREGISTRATION OF SHARES
This Post-Effective Amendment No. 2 is filed by The Greenbrier Companies, Inc., an Oregon
corporation (the Registrant), to amend Registration Statement No. 333-116102 on Form S-8 (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 Registrants 2004 Employee Stock Purchase
Plan (the Plan). The Plan expired on February 28, 2009. In accordance with the undertakings
contained in the Registration Statement, the Registrant hereby
deregisters the shares of the
Stock that remained unsold under the Plan as of February 28, 2009.
[Signature pages follow]
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 to be signed on its behalf by
the undersigned, thereunto duly authorized, in Lake Oswego, Oregon,
on February 23, 2009.
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THE GREENBRIER COMPANIES, INC. |
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By
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/s/ William A. Furman
William A. Furman
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below hereby
constitutes and appoints William A. Furman his true and lawful attorney-in-fact and agent, with
full power of substitution for him 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 Securities and Exchange 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 substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment has been signed by the following persons in the capacities and on the date(s) indicated:
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Principal Executive Officers:
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Date: |
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February 23, 2009 |
William A. Furman
President, Chief Executive Officer and Director
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February 23, 2009 |
Mark J. Rittenbaum
Executive Vice President, Treasurer
and Chief Financial Officer
(Principal Financial Officer) |
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/s/ James w. Cruckshank
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February 23, 2009
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James W. Cruckshank
Senior Vice President
and Chief Accounting Officer
(Principal Accounting Officer) |
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3
Directors:
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/s/ Benjanin R. Whiteley
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February 23, 2009 |
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Benjamin R. Whiteley |
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/s/ C. Bruce Ward
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February 23, 2009 |
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C. Bruce Ward |
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/s/ A. Daniel Oneal, Jr.
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February 25, 2009 |
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A. Daniel ONeal, Jr. |
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/s/ Duane C. Mcdougall
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February 23, 2009 |
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Duane C. McDougall |
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/s/ Charles J. Swindells
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February 25, 2009 |
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Charles J. Swindells |
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/s/ Donald A. Washburn
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February 25, 2009 |
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Donald A. Washburn |
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/s/ Graeme A. Jack
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February 23, 2009 |
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Graeme A. Jack |
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