As filed with the Securities and Exchange Commission on May 6, 2005
Registration No. 033-59229
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UST Inc.
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(Exact Name of registrant as specified in its charter)
Delaware 06-1193986
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(State of incorporation) (I.R.S. employer identification no.)
100 West Putnam Avenue
Greenwich, Connecticut 06830
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(Address of principal executive offices (Zip code)
UST Inc. Nonemployee Directors' Stock Option Plan
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(Full title of the plan)
RICHARD A. KOHLBERGER, ESQ.
Senior Vice President, General Counsel and Secretary
100 West Putnam Avenue, Greenwich, Connecticut 06830
(203) 661-1100
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(Name, address and telephone number, including area code, of agent for service)
Copy to:
DAVID J. FRIEDMAN, ESQ.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square, New York, New York 10036
EXPLANATORY NOTE
A total of 200,000 shares of common stock of UST Inc. (the "Company" or
"Registrant") were registered in connection with UST Inc. Nonemployee
Directors' Stock Option Plan (the "1995 Plan") by a registration statement on
Form S-8, File No. 033-59229, filed on May 11, 1995, (the "1995 Form S-8"). On
May 3, 2005, the stockholders of the Company approved the Company's 2005 Long
Term Incentive Plan (the "2005 Plan"), reserving 10,000,000 shares for
options, restricted stock, and a variety of other types of awards. As of the
date hereof, of the 200,000 shares registered in connection with the 1995
Plan, 5 shares (i) have not been issued and are not subject to issuance upon
the exercise of outstanding awards granted or (ii) were subject to outstanding
awards that subsequently ceased to be subject to such awards (as a result of
cancellations, termination, forfeitures or expirations of options).
This Post-Effective Amendment No. 1 to the 1995 Form S-8 is filed to provide
that up to 5 shares available for issuance under the 1995 Plan will no longer
be available for offer and sale under the 1995 Plan, but will be available for
offer and sale under the 2005 Plan. On or about the date hereof, the Company
is filing a registration statement (the "2005 Form S-8"), which is carrying
forward the 5 shares under the 1995 Plan and 3,502,470 shares of common stock
registered in connection with the Company's Amended and Restated Stock
Incentive Plan (the "2001 Plan") by a registration statement on Form S-8, File
No. 333-60698, filed on May 11, 2001 (as amended by Post-Effective Amendment
No. 1, filed on May 9, 2003, the "2001 Form S-8").
Pursuant to Instruction E to Form S-8 and the telephonic interpretation of the
Securities and Exchange Commission set forth at pages 123-124 of the Division
of Corporation Finance's Manual of Publicly Available Telephone
Interpretations, dated July 1997 (see G. Securities Act Forms, number 89), 5
shares of common stock registered on the 1995 Form S-8 are carried forward to,
and deemed covered by, the 2005 Form S-8. In addition, 3,502,470 shares of
common stock registered on the 2001 Form S-8 are carried forward to, and
deemed covered by, the 2005 Form S-8, by Post-Effective Amendment No. 2 to the
2001 Form S-8 filed on or about the date hereof. No additional registration
fee is due with respect to the shares covered being carried forward as all
were covered by prior Forms S-8.
In addition, any shares that are not issued pursuant to outstanding options
granted under the 1995 Plan, such as when a currently outstanding option
expires, is cancelled, terminated or is forfeited, will be carried forward for
issuance in connection with the 2005 Plan and deemed covered by this
Post-Effective Amendment No. 1 to the 1995 Form S-8.
Shares remain subject to outstanding options previously granted under the 1995
Plan and the 2001 Plan and consequently the 1995 Form S-8 and the 2001 Form
S-8 will remain in effect to cover the potential exercise of such outstanding
options.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Pursuant to General Instruction E to Form S-8, the contents of the Form S-8
and Post-Effective Amendment No. 1 to Form S-8 each filed by the Company under
Registration File No. 033-59229 with respect to securities offered pursuant to
the 1995 Plan are hereby 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 of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Greenwich, State of Connecticut, on
this 6th day of May, 2005.
UST INC.
By: /s/ VINCENT A. GIERER, JR.
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Name: Vincent A. Gierer, Jr.
Title: Chairman of the Board
Chief Executive Officer
and President