Unassociated Document

As filed with the Securities and Exchange Commission on June 5, 2007
Registration No. 333-125301
 
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

 
Bunzl plc
(Exact Name of issuer as specified in its charter)

England
  
Not applicable
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)
 
110 Park Street
London WIK 6NX England
(44) 20-7495-4950
(Address of principal executive offices) 
  
Bunzl plc Long Term Incentive Plan
(Full title of the Plan)
   
Corporation Service Company
2711 Centerville Road, Suite 400
Wilmington, DE 19808 
     
(Name and address of agent for service)
Telephone number, including area code, of agent for service: 302-636-5400 
     
 
Copy to:
  
Keith L. Kearney, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
212-450-4000
  
Barbara Nims, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
212-450-4000

 
DEREGISTRATION OF UNSOLD SECURITIES
 
Pursuant to the Form S-8 registration statement (File No. 333-125301) (the “Registration Statement”) filed with the Securities and Exchange Commission on May 27, 2005, Bunzl plc (the “Company” or the “Registrant”) registered ordinary shares (the “Securities”) to be offered pursuant to the Bunzl plc Long Term Incentive Plan.
 
The purpose of this Post-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement is to terminate the Registration Statement and to deregister all of the Securities originally registered thereby which remain unsold as of the date this Amendment is filed.
 
2
 
EXHIBIT INDEX
 

   
Number
Description
24
Powers of Attorney

3
 
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 No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, State of England, on the 5th day of June, 2007.
 
 
Bunzl plc
  
         
         
 
By:
/s/ Paul Nicholas Hussey 
  
    Name:   
Paul Nicholas Hussey
  
    Title: 
Company Secretary
  
         
 
4
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
 
A.J. Habgood *
Chairman
  
A.J. Habgood
June 5, 2007
 
M.J. Roney *
Chief Executive Officer
(Principal Executive Officer)
  
M.J. Roney
June 5, 2007
 
B.M. May *
Finance Director
(Principal Financial and Accounting Officer)
  
B.M. May
June 5, 2007
 
J.F. Harris *
Senior Independent Non-executive Director
  
J.F. Harris
June 5, 2007
 
C.A. Banks *
Non-executive Director
  
C.A. Banks
June 5, 2007
 
P.L. Larmon *
President and Chief Executive Officer,
North America
  
P.L. Larmon
June 5, 2007
 
U. Wolters *
Non-executive Director
  
U. Wolters
June 5, 2007
 
P.W. Johnson *
    
P.W. Johnson
Non-executive Director
June 5, 2007


* By:    /s/ Paul Nicholas Hussey
  
Name: 
Paul Nicholas Hussey
  
Title:
Attorney-in-Fact
  

5
 
 
Bunzl USA Holdings Corporation
  
       
       
 
By:
 Brian Michael May *
  
  Name: 
Brian Michael May
  
  Title: 
Director
  
  Authorized Representative in the United States  
 
 
* By:    /s/ Paul Nicholas Hussey
  
Name: 
Paul Nicholas Hussey
  
Title:
Attorney-in-Fact
  
 
6
 
EXHIBIT INDEX
 

   
Number
Description
24
Powers of Attorney
 
 
7