Registration No. 333-203173
UNITED STATES
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
BERRY PLASTICS GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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20-5234618
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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101 Oakley Street
Evansville, IN 47710
(Address of principal executive offices) (Zip Code)
Berry Plastics Group, Inc. 2015 Long-Term Incentive Plan
(Full title of the Plan)
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Jason K. Greene
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General Counsel and Secretary
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Berry Plastics Group, Inc.
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101 Oakley Street
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Evansville, IN 47710
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(Name and address of agent for service)
(812) 424-2904
(Telephone number, including area code, of agent for service)
Copies to:
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Jason K. Greene
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Eliot W. Robinson
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General Counsel and Secretary
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Bryan Cave LLP
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Berry Plastics Group, Inc.
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One Atlantic Center, Fourteenth Floor
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101 Oakley Street
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1201 West Peachtree Street, NW
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Evansville, IN 47710
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Atlanta, GA 30309
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Telephone: (812) 424-2904
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Telephone: (404) 572-6600
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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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer x
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Accelerated filer o
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Non-accelerated filer o(Do not check if a smaller reporting company)
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Smaller reporting company o
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 of Berry Plastics Group, Inc. (File No. 333-203173) is being filed solely to file the consent of Ernst & Young LLP, the Company’s independent registered public accounting firm. Accordingly, this Amendment No. 1 consists solely of the facing page, this explanatory note, Item 8 of Part II of the Registration Statement, the signature page and exhibit index , and is not intended to amend or delete any part of the Registration Statement except as specifically noted herein.
ITEM 8. EXHIBITS.
The list of exhibits is set forth under “Exhibit Index” at the end of this registration statement and is incorporated herein by reference.
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 this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Evansville, Indiana, April 2, 2015.
| Berry Plastics Group, Inc. | |||
| (Registrant) | |||
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By:
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/s/Jason K. Greene | |
| Jason K. Greene | |||
| Executive Vice President and General Counsel | |||
No other person is required to sign this Post-Effective Amendment in reliance on Rule 478 under the Securities Act of 1933.
EXHIBIT INDEX
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Exhibit
Number
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Description
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5.1
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Opinion of Counsel*
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23.1
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Consent of Counsel (included in Exhibit 5.1)*
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23.2
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Consent of Independent Registered Public Accounting Firm (filed herewith)
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24.1*
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Power of Attorney (included on signature page)*
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99.1
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Berry Plastics Group, Inc. 2015 Long-Term Incentive Plan (incorporated herein by reference to Annex B to the Proxy Statement filed on January 26, 2015)*
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*Previously filed
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Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, pertaining to the Berry Plastics Group, Inc. 2015 Long-Term Incentive Plan of our reports dated November 24, 2014, with respect to the consolidated financial statements of Berry Plastics Group, Inc. and the effectiveness of internal control over financial reporting of Berry Plastics Group, Inc. included in its Annual Report (Form 10-K, as amended by Form 10-K/A) for the year ended September 27, 2014, filed with the Securities and Exchange Commission.
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/s/Ernest & Young LLP | |
Indianapolis, Indiana
April 2, 2015