Registration No. 333-206675
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
(Post-Effective Amendment No. 1)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SONOCO PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
| South Carolina | 57-0248420 | |||||||
| (State or other jurisdiction of | (I.R.S. Employer | |||||||
| incorporation or organization) | Identification No.) | |||||||
One North Second Street, Hartsville, South Carolina 29550
(Address of Principal Executive Offices and Zip Code)
SONOCO PRODUCTS COMPANY
1991 Key Employee Stock Plan (as amended)
(Full title of the plan)
| John M. Florence | Copies to: | |||||||
| Vice President, Human Resources, | Suzanne Hulst Clawson, Esquire | |||||||
| General Counsel and Secretary | George S. King, Jr., Esquire | |||||||
| Sonoco Products Company | Haynsworth Sinkler Boyd, P.A. | |||||||
| One North Second Street | 1201 Main Street, Suite 2200 | |||||||
| Hartsville, South Carolina 29550 | Columbia, South Carolina 29201 | |||||||
| (Name and address of agent for service) | (803) 779-3080 | |||||||
| (843) 383-7000 | ||||||||
| (Telephone number, including | ||||||||
| area code, of agent for service) | ||||||||
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 | ☐ | |||||||||||||||||||
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement No. 333-206675 on Form S-8 is being filed for the purpose of removing from registration any securities that have been registered for issuance but remain unsold under the Sonoco Products Company 1991 Key Employee Stock Plan (the “Plan”), as well as the indeterminate number of shares originally registered for issuance to prevent dilution in the event of stock splits, stock dividends or similar transactions with respect to shares acquired pursuant to the terms of the Plan. This Post-Effective Amendment No. 1 is being filed pursuant to the undertakings in Part II, Item 9(3) of the Registration Statement because the Registrant has terminated the offering of securities pursuant to the Plan.
TERMINATION OF REGISTRATION
Based on the foregoing Explanatory Note, the Registrant is, therefore, filing this Post-Effective Amendment No. 1 to Registration Statement No. 333-206675 on Form S-8 to deregister all of the shares of Sonoco Products Company Common Stock that remained available for issuance under the Plan, but unsold, upon termination of the offering, as well as the indeterminate number of shares originally registered for issuance to prevent dilution in the event of stock splits, stock dividends or similar transactions with respect to shares acquired pursuant to the terms of the Plan.
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 Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hartsville, State of South Carolina on July 20, 2021.
Sonoco Products Company
| By: | /s/ R. Howard Coker | |||||||
| R. Howard Coker | ||||||||
| President and Chief Executive Officer | ||||||||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities indicated on July 20, 2021.
Sonoco Products Company
| By: | /s/ Julie C. Albrecht | |||||||
| Julie C. Albrecht | ||||||||
| Vice President and Chief Financial Officer | ||||||||
| (principal financial officer) | ||||||||
| By: | /s/ James W. Kirkland | |||||||
| James W. Kirkland | ||||||||
| Corporate Controller | ||||||||
| (principal accounting officer) | ||||||||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| /s/ R. Howard Coker | President, Chief Executive Officer and Director | Date: | July 14, 2021 | |||||||||||
| R. Howard Coker | ||||||||||||||
| /s/ John R. Haley | Chairman and Director | Date: | July 14, 2021 | |||||||||||
| John R. Haley | ||||||||||||||
| /s/ Pamela L. Davies | Director | Date: | July 15, 2021 | |||||||||||
| Pamela L. Davies | ||||||||||||||
| /s/ Theresa J. Drew | Director | Date: | July 14, 2021 | |||||||||||
| Theresa J. Drew | ||||||||||||||
| /s/ Philippe Guillemot | Director | Date: | July 13, 2021 | |||||||||||
| Philippe Guillemot | ||||||||||||||
| /s/ Robert R. Hill, Jr. | Director | Date: | July 13, 2021 | |||||||||||
| Robert R. Hill, Jr. | ||||||||||||||
| /s/ Eleni Istavridis | Director | Date: | July 14, 2021 | |||||||||||
| Eleni Istavridis | ||||||||||||||
| /s/ Richard G. Kyle | Director | Date: | July 18, 2021 | |||||||||||
| Richard G. Kyle | ||||||||||||||
| Director | Date: | |||||||||||||
| Blythe J. McGarvie | ||||||||||||||
| /s/ James M. Micali | Director | Date: | July 13, 2021 | |||||||||||
| James M. Micali | ||||||||||||||
| /s/ Sundaram Nagarajan | Director | Date: | July 17, 2021 | |||||||||||
| Sundaram Nagarajan | ||||||||||||||
| /s/ Marc D. Oken | Director | Date: | July 13, 2021 | |||||||||||
| Marc D. Oken | ||||||||||||||
| /s/ Thomas E. Whiddon | Director | Date: | July 13, 2021 | |||||||||||
| Thomas E. Whiddon | ||||||||||||||
| /s/ Lloyd M. Yates | Director | Date: | July 16, 2021 | |||||||||||
| Lloyd M. Yates | ||||||||||||||