As filed with the Securities and Exchange Commission on February 25, 2015
Registration No. 333-202253
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARMSTRONG WORLD INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Pennsylvania | 23-0366390 | |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
2500 Columbia Avenue
P.O. Box 3001
Lancaster, Pennsylvania 17603
Telephone: (717) 397-0611
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Mark A. Hershey
Senior Vice President, General Counsel and Chief Compliance Officer
Armstrong World Industries, Inc.
2500 Columbia Avenue
P.O. Box 3001
Lancaster, Pennsylvania 17603
Telephone: (717) 397-0611
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
James W. McKenzie, Jr.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
Telephone: (215) 963-5000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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 | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-202253) (the “Registration Statement”) is being filed pursuant to Rule 462(d) of the Securities Act of 1933, as amended, solely to replace Exhibits 23.1 and 23.2 to the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 16. | Exhibits. |
The exhibits to this registration statement are listed in the “Exhibit Index” following the signature pages hereto and are incorporated by reference herein.
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 the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Commonwealth of Pennsylvania, on the 25th of February, 2015.
| ARMSTRONG WORLD INDUSTRIES, INC. | ||
| By: | /s/ Stephen F. McNamara | |
| Name: | Stephen F. McNamara | |
| Title: | 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 dates indicated.
| Name |
Title |
Date | ||
| * |
President, Chief Executive Officer and | February 25, 2015 | ||
| Matthew J. Espe | Director (Principal Executive Officer) | |||
| * |
Senior Vice President and Chief Financial | February 25, 2015 | ||
| David S. Schulz | Officer (Principal Financial Officer) | |||
| /s/ Stephen F. McNamara |
Vice President and Controller | February 25, 2015 | ||
| Stephen F. McNamara | (Principal Accounting Officer) | |||
| * |
Director | February 25, 2015 | ||
| Stanley A. Askren | ||||
| * |
Director | February 25, 2015 | ||
| James J. Gaffney | ||||
| * |
Director | February 25, 2015 | ||
| Tao Huang | ||||
| * |
Director | February 25, 2015 | ||
| Michael F. Johnston | ||||
| * |
Director | February 25, 2015 | ||
| Jeffrey Liaw | ||||
| * |
Director | February 25, 2015 | ||
| Larry S. McWilliams | ||||
| * |
Director | February 25, 2015 | ||
| James C. Melville | ||||
| * |
Director | February 25, 2015 | ||
| James J. O’Connor | ||||
| * |
Director | February 25, 2015 | ||
| John J. Roberts | ||||
| * |
Director | February 25, 2015 | ||
| Gregory P. Spivy | ||||
| * |
Director | February 25, 2015 | ||
| Richard E. Wenz | ||||
| *By: | /s/ Mark A. Hershey | |
| Mark A. Hershey, Attorney-in-Fact |
EXHIBIT INDEX
| Exhibit Number |
||
| 23.1* | Consent of KPMG LLP. | |
| 23.2* | Consent of KPMG LLP. | |
| 24.1** | Power of Attorney. | |
| * | Filed herein. |
| ** | Previously filed. |