FORM 6-K
As filed with the Securities and Exchange Comission on September 4, 2007 Registration No. 333-132116
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
______________
HANSON PLC
(Exact name of Registrant as specified in its charter)
England and Wales Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Hanson PLC
1 Grosvenor Place
London SW1X 7JH
England, UK
(Address, including zip code, of registrant's principal executive offices)
______________
Hanson Long Term Incentive Plan 2003
______________
(Full title of the plan)
HBMA Holdings, Inc.
8505 Freeport Parkway
Suite 138
Irving, Texas 75063
Attention: Michael H. Hyer
(469) 417-1300
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Graham Dransfield
Hanson PLC
1 Grosvenor Place
London SW1X 7JH
+44 (0) 207 259 4114
DEREGISTRATION OF SHARES
Pursuant to the Registration Statement on Form S-8, file no. 333-132116
(the "Registration Statement"), which was originally filed on March 1, 2006,
Hanson PLC, a public limited company under the laws of England and
Wales (the "Registrant") registered 6,234,374 ordinary shares of ™0.10#
each (the "Ordinary Shares"), to be offered under the Hanson Long Term
Incentive Plan 2003 (the "Plan").
On May 15, 2007, the Registrant and HeidelbergCement announced that
they had reached agreement on the terms of the acquisition of the entire issued
and to be issued share capital of the Registrant by HeidelbergCement. The
acquisition was implemented by way of a English court approved procedure
known as a scheme of arrangement (the "Scheme of Arrangement"), which became
effective on August 23, 2007. Under the terms of the Scheme of Arrangement,
the Ordinary Shares were cancelled and each holder of Ordinary Shares of the
Registrant became entitled to receive 1100 pence in cash for each Ordinary
Share (or a loan note in certain cases). As a result of the Scheme of
Arrangement, the Registrant has terminated the Plan and all offerings
of its Ordinary Shares under its existing registration statements
(including the Registration Statement).
In accordance with an undertaking made by the Registrant in the
Registration Statement to remove from registration, by means of a
post-effective amendment, any of the securities that remain unsold at
the termination of the offering, the Registrant hereby amends the
Registration Statement to deregister all Ordinary Shares registered under
the Registration Statement that were not sold prior to the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 London, England on September 4, 2007.
HANSON PLC
By: /s/ Graham Dransfield
Name: Graham Dransfield
Title: Legal Director
Attorney in Fact
Pursuant to the requirements of the Securities Act, the Registrant has caused
this Post-Effective Amendment No. 1 to the Registration Statement to be signed
by the following persons in the capacities indicated on September 4, 2007.
By: ________*__________
Name: Alan J. Murray
Title: Director and Chief Executive
By: /s/ Pavi Binning
Name: Pavi Binning
Title: Director and Finance Director
By: /s/ Graham Dransfield
Name: Graham Dransfield
Title: Director and Legal Director
Authorized Representative in the United States:
By: ________*________
Michael H. Hyer
*By: /s/ Graham Dransfield
Name: Graham Dransfield
Title:Attorney in Fact