POST EFFECTIVE AMENDMENT NO.1

As filed with the Securities and Exchange Commission on May 15, 2008

Registration No. 333-124581

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

 

 

WESTLAKE CHEMICAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware  

2801 Post Oak Boulevard, Suite 600

Houston, Texas 77056

(713) 960-9111

  76-0346924

(State or other jurisdiction of

incorporation or organization)

 

(Address, including zip code, and telephone number, including area code, of

registrant’s principal executive offices)

 

(I.R.S. Employer

Identification No.)

Stephen Wallace, Esq.

Vice President, General Counsel and

Corporate Secretary

Westlake Chemical Corporation

2801 Post Oak Boulevard, Suite 600

Houston, Texas 77056

(713) 960-9111

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copy to:

Timothy S. Taylor, Esq.

Jason A. Rocha, Esq.

Baker Botts L.L.P.

910 Louisiana Street

One Shell Plaza

Houston, Texas 77002-4995

(713) 229-1234

 

 

 

Exact Name of Additional Registrants

 

Jurisdiction of
Incorporation/Organization

 

I.R.S. Employer
Identification Number

Geismar Holdings, Inc.

  Delaware   33-1036002

GVGP, Inc.

  Delaware   71-0921650

North American Bristol Corporation

  Delaware   76-0669252

North American Pipe Corporation

  Delaware   76-0370735

Van Buren Pipe Corporation

  Delaware   76-0441452

Westech Building Products, Inc.

  Delaware   76-0498816

Westech Profiles Limited (successor to North American Profiles, Inc.)

  Delaware   76-0636880

Westlake Chemical Investments, Inc.

  Delaware   76-0664309

Westlake Development Corporation

  Delaware   76-0666307

Westlake Longview Corporation (successor to Westlake NG II Corporation)

  Delaware   61-1496835

Westlake Management Services, Inc.

  Delaware   76-0321065

Westlake NG I Corporation

  Delaware   30-0343980

Westlake Olefins Corporation (successor to Westlake Chemical Holdings, Inc. and Westlake Chemical Manufacturing, Inc.)

  Delaware   52-1629821

Westlake Petrochemicals LLC

  Delaware   76-0553330

Westlake Polymers LLC

  Delaware   76-0144230

Westlake PVC Corporation

  Delaware   76-0346192

Westlake Resources Corporation

  Delaware   76-0321064

Westlake Styrene LLC

  Delaware   76-0294926

Westlake Supply and Trading Company (successor to Westlake International Corporation)

  Delaware   76-0377613

Westlake Vinyl Corporation

  Delaware   76-0414632

Westlake Vinyls Company LP

  Delaware   06-1641487

Westlake Vinyls, Inc.

  Delaware   76-0542667

WPT LLC

  Delaware   76-0469048

 

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box:  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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(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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box:  ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box:  ¨.

 

 

 


DEREGISTRATION OF SECURITIES; TERMINATION OF REGISTRATION STATEMENT

On December 19, 2005, the Securities and Exchange Commission (the “Commission”) declared effective the Registration Statement on Form S-3, SEC File No. 333-124581 (the “Previous Registration Statement”), filed by Westlake Chemical Corporation and the additional registrants named herein (the “Registrants”). On April 22, 2008, the Commission declared effective the Registration Statement on Form S-3, SEC File No. 333-150206 (the “Current Registration Statement”) filed by Westlake Chemical Corporation and certain additional registrants named therein. As a result, the Registrants have determined that they no longer need to maintain the effectiveness of the Previous Registration Statement.

The Registrants are filing this Post-Effective Amendment No. 1 to the Previous Registration Statement to terminate the effectiveness of the Previous Registration Statement and to deregister, as of the effective date of this Post-Effective Amendment No. 1, all of the securities remaining unsold under the Previous Registration Statement. The Previous Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the registrants certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 13th day of May, 2008.

 

WESTLAKE CHEMICAL CORPORATION

WESTLAKE VINYLS COMPANY LP, BY GVGP, INC., ITS GENERAL PARTNER

GVGP, INC.

NORTH AMERICAN BRISTOL CORPORATION

WESTLAKE CHEMICAL INVESTMENTS, INC.

WESTLAKE LONGVIEW CORPORATION

WESTLAKE MANAGEMENT SERVICES, INC.

WESTLAKE NG I CORPORATION

WESTLAKE OLEFINS CORPORATION

WESTLAKE PETROCHEMICALS LLC

WESTLAKE POLYMERS LLC

WESTLAKE PVC CORPORATION

WESTLAKE RESOURCES CORPORATION

WESTLAKE STYRENE LLC

WESTLAKE SUPPLY AND TRADING COMPANY

WESTLAKE VINYL CORPORATION

WESTLAKE VINYLS, INC.

WPT LLC

By:  

/s/ Albert Chao

Name:   Albert Chao
Title:   President
GEISMAR HOLDINGS, INC.

WESTLAKE DEVELOPMENT CORPORATION

By:  

/s/ R. Michael Looney

Name:   R. Michael Looney
Title:   President
NORTH AMERICAN PIPE CORPORATION

WESTECH PROFILES LIMITED

VAN BUREN PIPE CORPORATION

WESTECH BUILDING PRODUCTS, INC.

By:  

/s/ Wayne D. Morse

Name:   Wayne D. Morse
Title:   President

 

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WESTLAKE CHEMICAL CORPORATION

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 the 13th day of May, 2008.

 

Signature

     

Title

/s/ Albert Chao

   

President, Chief Executive Officer and Director

(Principal Executive Officer)

Albert Chao    

/s/ M. Steven Bender

   

Senior Vice President, Chief Financial Officer and

Treasurer (Principal Financial Officer)

M. Steven Bender    

/s/ George J. Mangieri

   

Vice President, Chief Accounting Officer

(Principal Accounting Officer)

George J. Mangieri    

*

   

Chairman of the Board of Directors

James Chao

   

*

    Director

Robert T. Blakely

   

*

    Director
Dorothy C. Jenkins    

*

    Director
Max L. Lukens    

 

    Director
E. William Barnett    

 

    Director
H. John Riley, Jr.    
*By:  

/s/ Albert Chao

   
  Albert Chao    
  Attorney-in-Fact    

 

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GEISMAR HOLDINGS, INC.

WESTLAKE DEVELOPMENT CORPORATION

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 the 13th day of May, 2008.

 

Signature

 

Title

*

  President and Director
R. Michael Looney  

*

  Director
Harold F. Kalbach, Jr.  

*By:

 

/s/ Albert Chao

 
  Albert Chao  
  Attorney-in-Fact  

 

WESTLAKE VINYLS COMPANY LP, BY GVGP, INC., ITS GENERAL PARTNER,
GVGP, INC.
NORTH AMERICAN BRISTOL CORPORATION
WESTLAKE CHEMICAL INVESTMENTS, INC.
WESTLAKE LONGVIEW CORPORATION
WESTLAKE MANAGEMENT SERVICES, INC.
WESTLAKE NG I CORPORATION
WESTLAKE OLEFINS CORPORATION
WESTLAKE PETROCHEMICALS LLC
WESTLAKE POLYMERS LLC
WESTLAKE PVC CORPORATION
WESTLAKE RESOURCES CORPORATION
WESTLAKE STYRENE LLC
WESTLAKE SUPPLY AND TRADING COMPANY
WESTLAKE VINYL CORPORATION
WESTLAKE VINYLS, INC.
WPT LLC

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 the 13th day of May, 2008.

 

Signature

 

Title

/s/ Albert Chao

  President and Director
Albert Chao  

 

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NORTH AMERICAN PIPE CORPORATION

WESTECH PROFILES LIMITED

WESTECH BUILDING PRODUCTS, INC.

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 the 13th day of May, 2008.

 

Signature

 

Title

*

  President
Wayne D. Morse  

/s/ Albert Chao

  Director
Albert Chao  

*By:

 

/s/ Albert Chao

 
  Albert Chao  
  Attorney-in-Fact  

VAN BUREN PIPE CORPORATION

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 the 13th day of May, 2008.

 

Signature

 

Title

*

  President and Director
Wayne D. Morse  

*By:

 

/s/ Albert Chao

 
  Albert Chao  
  Attorney-in-Fact  

 

II-4