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 | ☐ | |||
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.
| THE DOW CHEMICAL COMPANY (Registrant) | ||
| By: | /s/ RONALD C. EDMONDS | |
| Ronald C. Edmonds | ||
| Vice President and Controller | ||
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 |
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| J. K. BARTON* J. K. Barton |
Director |
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| J. A BELL* J. A. Bell |
Director |
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| R. K. DAVIS* R. K. Davis |
Director |
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| J. M. FETTIG* J. M. Fettig |
Lead Director |
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| A. N. LIVERIS* A. N. Liveris |
Director, Chairman and Chief Executive Officer | |||
| M. LOUGHRIDGE* M. Loughridge |
Director |
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| R. J. MILCHOVICH* R. J. Milchovich |
Lead Director |
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| R. S. MILLER* R. S. Miller |
Director |
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| P. POLMAN* P. Polman |
Director |
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| D. H. REILLEY* D. H. Reilley |
Director |
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| J. M. RINGLER* J. M. Ringler |
Director |
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| R. G. SHAW* R. G. Shaw |
Director |
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| /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 |
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| *By: | /S/ RONALD C. EDMONDS | |
| Ronald C. Edmonds Attorney-in-Fact | ||
October 27, 2016
EXHIBIT INDEX
| Exhibit No. |
Description of Exhibit | |
| 24 | Power of Attorney | |