As
filed with the Securities and Exchange Commission on September 5, 2007
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-65923
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-32092
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-32096
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-53446
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-55978
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POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-73904
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-107659
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-125862
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-135910 |
UNDER THE SECURITIES ACT OF 1933
Hanover Compressor Company
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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76-0625124
(I.R.S. Employer
Identification No.) |
12001 North Houston Rosslyn
Houston, Texas 77086
(Address of registrant’s principal executive offices)
1992 Stock Compensation Plan
1993 Management Stock Option Plan
1993 Senior Executive Stock Option Plan
1995 Amended and Restated Hanover Compressor Company Incentive Option Plan
1995 Senior Executive Stock Option Plan
1995 Management Option Plan
1995 Employee Stock Option Plan
1996 Employee Stock Option Plan
1997 Stock Option Plan
1998 Stock Option Plan
1999 Stock Option Plan
December 9, 1998 Stock Option Plan
1996 Employee Stock Offering
December 23, 1996 Common Stock Offering
1995 Management Stock Offering
1995 Employee Stock Offering
1993 Management Stock Offering
1992 Stock Offering
Subscription Agreement between Hanover Compressor Company and Donald M. Deville
1997 Stock Purchase Plan
Applied Process Solutions Incorporated Amended 1998 Stock Option Plan
The Hanover Companies Retirement Savings Plan
Hanover Compressor Company 2001 Equity Incentive Plan
Hanover Compressor Company 2003 Stock Incentive Plan
Hanover Compressor Company 2006 Stock Incentive Plan
(Full title of Plan)
Donald C. Wayne
Senior Vice President, General Counsel and Secretary
Exterran Holdings, Inc.
4444 Brittmoore
Houston, Texas 77041
(713) 335-7000
(Name, address and telephone number of agent for service)
TABLE OF CONTENTS
DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments relate to the following Registration Statements of
Hanover Compressor Company (the “Registrant”).
Registration Statement on Form S-8 (File No. 333-65923), pertaining to the registration of
2,945,534 shares of the Registrant’s common stock issuable under the Registrant’s 1992 Stock
Compensation Plan, 1993 Management Stock Option Plan, 1993 Senior Executive Stock Option Plan, 1995
Amended and Restated Hanover Compressor Company Incentive Option Plan, 1995 Senior Executive Stock
Option Plan, 1995 Management Option Plan, 1995 Employee Stock Option Plan, 1996 Employee Stock
Option Plan, 1997 Stock Option Plan and 1998 Stock Option Plan.
Registration Statement on Form S-8 (File No. 333-32092), pertaining to the registration of
650,000 shares of the Registrant’s common stock issuable under the Registrant’s 1999 Stock Option
Plan and December 9, 1998 Stock Option Plan.
Registration Statement on Form S-8 (File No. 333-32096), pertaining to the registration of
1,456,763 shares of the Registrant’s common stock issuable under the Registrant’s 1996
Employee Stock Offering, December 23, 1996 Common Stock Offering, 1995 Management Stock Offering,
1995 Employee Stock Offering, 1993 Management Stock Offering, 1992 Stock Offering, Subscription
Agreement between Hanover Compressor Company and Donald M. Deville and 1997 Stock Purchase Plan.
Registration Statement on Form S-8 (File No. 333-53446), pertaining to the registration of
127,813 shares of the Registrant’s common stock issuable under the Registrant’s Applied Process
Solutions Incorporated Amended 1998 Stock Option Plan.
Registration Statement on Form S-8 (File No. 333-55978), pertaining to the registration of
567,583 shares of the Registrant’s common stock issuable under the Registrant’s The Hanover
Companies Retirement Savings Plan.
Registration Statement on Form S-8 (File No. 333-73904), pertaining to the registration of
1,500,000 shares of the Registrant’s common stock issuable under the Registrant’s Hanover
Compressor Company 2001 Equity Incentive Plan.
Registration Statement on Form S-8 (File No. 333-107659), pertaining to the registration of
3,000,000 shares of the Registrant’s common stock issuable under the Registrant’s Hanover
Compressor Company 2003 Stock Incentive Plan.
Registration Statement on Form S-8 (File No. 333-125862), pertaining to the registration of
400,000 shares of the Registrant’s Hanover Compressor Company 2003 Stock Incentive Plan.
Registration Statement on Form S-8 (File No. 333-135910), pertaining to the registration of
6,000,000 shares of the Registrant’s Hanover Compressor Company 2006 Stock Incentive Plan.
The
plans identified above are collectively referred to as the “Plans.”
On August 20, 2007, pursuant to an Agreement and Plan of Merger (the “Merger
Agreement”) among the Registrant, Universal Compression Holdings, Inc., a Delaware corporation
(“Universal”), Exterran Holdings, Inc., a Delaware corporation (formerly known as Iliad
Holdings, Inc.) (“Holdco”), Hector Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Holdco (“Hanover Merger Sub”), and Ulysses Sub, Inc., a Delaware corporation
and a wholly owned subsidiary of Holdco (“Universal Merger
Sub”), the Registrant merged with
and into Hanover Merger Sub, with the Registrant continuing as the surviving corporation (the
“Merger”). As a result of the Merger, the Registrant became a wholly-owned subsidiary of
Holdco. As provided in the Merger Agreement, at the effective time of the Merger, each outstanding
share of common stock of the Registrant was automatically converted into the right to receive 0.325
shares of Holdco Common Stock, provided that cash was paid in lieu of any fractional shares. As a
result of the Merger, the Registrant has terminated the Plans with respect to any new offerings of
its Common Stock under the Registration Statements.
In accordance with an undertaking made by the Registrant in the Registration Statements to
remove by means of a post-effective amendment any shares of the Registrant’s common stock which
remain unsold at the termination of the offering, the Registrant hereby de-registers any and all
shares of common stock originally reserved for issuance under the Plans and registered under the
Registration Statements listed above which remained unissued at the effective time of the Merger.