As filed with the Securities and Exchange Commission on February 22, 2010

Registration No. 333-159264
Registration No. 333-79095
Registration No. 333-64292
Registration No. 333-118392
Registration No. 333-46368
Registration No. 333-36994

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

UNDER THE SECURITIES ACT OF 1933

PepsiAmericas, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		13-6167838
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

4000 RBC Plaza, 60 South Sixth Street
Minneapolis, Minnesota 55402
(Address, including Zip Code, of Principal Executive Offices)

PEPSIAMERICAS, INC. 2009 LONG-TERM INCENTIVE PLAN
PEPSIAMERICAS, INC. SALARIED 401(k) PLAN
PEPSIAMERICAS, INC. HOURLY 401(k) PLAN
PEPSIAMERICAS, INC. 2000 STOCK INCENTIVE PLAN
PEPSIAMERICAS, INC. 1999 STOCK OPTION PLAN
PEPSI-COLA PUERTO RICO BOTTLING COMPANY QUALIFIED STOCK OPTION PLAN
PEPSI-COLA PUERTO RICO BOTTLING COMPANY NON-QUALIFIED STOCK OPTION PLAN
PEPSI-COLA PUERTO RICO BOTTLING COMPANY STOCK OPTION AGREEMENT
(Full Title of the Plans)

ALEXANDER H. WARE		Copies to:
Executive Vice President and Chief Financial Officer PepsiAmericas, Inc. 4000 RBC Plaza, 60 South Sixth Street Minneapolis, Minnesota 55402 (612) 661-4000 (Name, address, including zip code, and telephone number, including area code, of Agent for Service)		BRIAN D. WENGER, ESQ. BRETT D. ANDERSON, ESQ. JEN RANDOLPH REISE, ESQ. Briggs and Morgan, P.A. 2200 IDS Center, 80 South 8th Street Minneapolis, Minnesota 55402 (612) 977-8400 (phone) (612) 977-8650 (fax)

          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):

 

 

EXPLANATORY NOTE

          This Post-Effective Amendment relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”):

	•		File No. 333-159264, registering 8,000,000 shares of common stock, along with preferred stock purchase rights, under the PepsiAmericas, Inc. 2009 Long-Term Incentive Plan. No shares have been sold, and 8,000,000 shares remain unsold, under this Registration Statement.
	•		File No. 333-79095, registering 2,000,000 shares of common stock, along with preferred stock purchase rights, under the PepsiAmericas, Inc. Salaried 401(k) Plan and the PepsiAmericas, Inc. Hourly 401(k) Plan. The Registrant is unable to determine the number of shares sold, and thus remaining unsold, under this Registration Statement.
	•		File No. 333-64292, registering 600,000 shares of common stock, along with preferred stock purchase rights, under the PepsiAmericas, Inc. Salaried 401(k) Plan and the PepsiAmericas, Inc. Hourly 401(k) Plan. The Registrant is unable to determine the number of shares sold, and thus remaining unsold, under this Registration Statement.
	•		File No. 333-118392, registering 6,000,000 shares of common stock, along with preferred stock purchase rights, under the PepsiAmericas, Inc. 2000 Stock Incentive Plan. The Registrant is unable to determine the number of shares sold, and thus remaining unsold, under this Registration Statement.
	•		File No. 333-46368, registering shares of common stock, along with preferred stock purchase rights, under the PepsiAmericas, Inc. 1999 Stock Option Plan, the Pepsi-Cola Puerto Rico Bottling Company Qualified Stock Option Plan, the Pepsi-Cola Puerto Rico Bottling Company Non-Qualified Stock Option Plan, and the Pepsi-Cola Puerto Rico Bottling Company Stock Option Agreement (various plans assumed in the Whitman Corporation / PepsiAmericas, Inc. merger). The Registrant is unable to determine the number of shares sold, and thus remaining unsold, under this Registration Statement.
	•		File No. 333-36994, registering 8,000,000 shares of common stock, along with preferred stock purchase rights, under the PepsiAmericas, Inc. 2000 Stock Incentive Plan. The Registrant is unable to determine the number of shares sold, and thus remaining unsold, under this Registration Statement.

          Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated August 3, 2009, by and among PepsiCo, Inc. (“PepsiCo”), the Registrant, and Pepsi-Cola Metropolitan Bottling Company, Inc. (“Metro”), the Registrant expects to merge into Metro, with Metro as the surviving company and a wholly-owned subsidiary of PepsiCo. Under the Merger Agreement, all outstanding shares of the Registrant’s common stock not held by PepsiCo or any of its subsidiaries, or with respect to which appraisal rights have been properly exercised and perfected under Delaware law, will be converted into the right to receive either 0.5022 of a share of PepsiCo common stock or, at the election of each stockholder of the Registrant, $28.50 in cash, without interest, in each case subject to certain proration procedures.

          As a result of the impending merger, the Registrant has terminated any offering of the Registrant’s securities pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant in Part II of each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Registrant is filing this Post-Effective Amendment to terminate the effectiveness of the Registration Statements and to deregister, as of the effective date of this Post-Effective Amendment, all of the securities of the Registrant remaining unsold under the Registration Statements.

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 Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on February 22, 2010.

          Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature		Title		Date
/s/ Robert C. Pohlad   Robert C. Pohlad		Chairman of the Board and Chief Executive Officer and Director (Principal Executive Officer)		February 22, 2010
/s/ Alexander H. Ware   Alexander H. Ware		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		February 22, 2010
/s/ Timothy W. Gorman   Timothy W. Gorman		Senior Vice President and Controller (Principal Accounting Officer)		February 22, 2010
/s/ Herbert M. Baum   Herbert M. Baum		Director		February 22, 2010
/s/ Richard G. Cline   Richard G. Cline		Director		February 22, 2010
/s/ Michael J. Corliss   Michael J. Corliss		Director		February 22, 2010
/s/ Pierre S. du Pont   Pierre S. du Pont		Director		February 22, 2010
/s/ Archie R. Dykes   Archie R. Dykes		Director		February 22, 2010

Signature		Title		Date
/s/ Jarobin Gilbert, Jr.   Jarobin Gilbert, Jr.		Director		February 22, 2010
/s/ James R. Kackley   James R. Kackley		Director		February 22, 2010
/s/ Matthew M. McKenna   Matthew M. McKenna		Director		February 22, 2010
/s/ Deborah E. Powell   Deborah E. Powell		Director		February 22, 2010