As filed with the Securities and Exchange Commission on August 11, 2005
Registration No. 333-
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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
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FORM
S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
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NALCO HOLDING COMPANY
(Exact name of registrant as specified in its charter)
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| Delaware | |
2890 | |
16-1701300 | ||||||
| (State of Incorporation) | |
(Primary Standard Industrial Classification Code Number) |
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(I.R.S. Employer Identification No.) | ||||||
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1601
West Diehl Road
Naperville, Illinois 60563
(630) 305-1000
(Address, including zip code, and telephone number, including area code, of registrants' principal executive offices)
Stephen N. Landsman,
Esq.
General Counsel
Nalco Holding Company
1601 West Diehl
Road
Naperville, Illinois 60563
(630) 305-1000
(Name,
address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
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| Edward
P. Tolley III, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017-3954 (212) 455-2000 |
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John
T. Bostelman, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004-2498 (212) 558-4000 |
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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered on this form are
being offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following
box. ![[ ]](ebox.gif){kind=small}
If this form is filed to register
additional securities for an offering pursuant to Rule 462(b) 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. ![[X]](xbox.gif){kind=small}
333-126642
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 post-effective amendment filed pursuant to
Rule 462(d) 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.
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CALCULATION OF REGISTRATION FEE
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| Title
of Each Class of Securities to be Registered |
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Amount
to be Registered(1)(2) |
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Proposed Offering Price Per Share |
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Proposed Maximum Aggregate Offering Price |
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Amount of Registration Fee | ||||||||||
| Common stock, par value $0.01 per share | |
4,600,000 shares | |
$ | 18.41 | |
$ | 84,686,000 | |
$ | 9,967.54 | |||||||
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| (1) | Includes shares of common stock that the underwriters have the option to purchase to cover over-allotments, if any. |
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| (2) | The 4,600,000 shares of common stock being registered in this Registration Statement are in addition to the 28,750,000 shares of common stock registered pursuant to the Registrant's registration statement on Form S-1 (File No. 333-126642). |
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended ("Rule 462(b)"). Pursuant to Rule 462(b), the contents of the registration statement on Form S-1, as amended (File No. 333-126642), of Nalco Holding Company, which was declared effective by the Securities and Exchange Commission on August 11, 2005, including the exhibits thereto and each of the documents incorporated by reference therein, are incorporated by reference into this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Naperville, State of Illinois, on August 11, 2005.
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NALCO HOLDING COMPANY | |||||||||
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By: | |
* | |||||||
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Name:
William H. Joyce Title: Chairman and Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on August 11, 2005.
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| Signature | Title | |
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| * | Chairman and Chief Executive Officer (Principal Executive Officer) |
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| William H. Joyce | ||
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| * | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |
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| Bradley J. Bell | ||
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| * | Controller (Principal Accounting Officer) | |
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| Frederic Jung | ||
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| * | Director | |
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| Leon D. Black | ||
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| * | Director | |
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| Chinh E. Chu | ||
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| * | Director | |
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| Richard A. Friedman | ||
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| * | Director | |
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| Joshua J. Harris | ||
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| * | Director | |
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| Sanjeev K. Mehra | ||
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| * | Director | |
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| Paul H. O'Neill | ||
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| * | Director | |
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| Douglas A. Pertz | ||
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| * | Director | |
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| Daniel S. Sanders | ||
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| * | Director | |
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| Richard B. Marchese | ||
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| * | Director | |
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| Rodney F. Chase | ||
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| * | By: /s/ Stephen N. Landsman |
Stephen N.
Landsman,
as
Attorney-in-Fact
EXHIBIT INDEX
All exhibits filed with or incorporated by reference in Registration Statement No. 333-126642 are incorporated by reference into, and shall be deemed a part of, this registration statement, except the following, which are filed herewith.
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| Exhibit No. | |
Description of Exhibit | ||||
| 23.1 | |
Consent of Ernst & Young LLP | ||||
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