Post-effective Amendment to Registration Statement for Employee Benefit Plan (SEC Filing - S-8 POS)

As filed with the Securities and Exchange Commission on June 11, 2021

Registration Statement No. 2-58577

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 7 TO FORM S-8 REGISTRATION STATEMENT NO. 2-58577

UNDER

THE SECURITIES ACT OF 1933

COOPER TIRE & RUBBER COMPANY

(Exact name of registrant as specified in its charter)

Delaware		34-4297750
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
701 Lima Avenue Findlay, Ohio		45840
(Address of Principal Executive Offices)		(Zip Code)

Cooper Tire & Rubber Company Thrift and Profit Sharing Plan

(Full title of the plan)

Jack Jay McCracken

Vice President, Assistant General Counsel & Assistant Secretary

Cooper Tire & Rubber Company

701 Lima Avenue

Findlay, Ohio 45840

(419) 423-1321

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

David S. Huntington

Kyle T. Seifried

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

(212) 373-3000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of 'large accelerated filer,' 'accelerated filer,' 'smaller reporting company,' and 'emerging growth company' in Rule 12b-2 of the Exchange Act:

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
		Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

Cooper Tire & Rubber Company, a Delaware corporation (the 'Registrant'), is filing with the U.S. Securities and Exchange Commission (the 'SEC') this post-effective amendment (this 'Post-Effective Amendment') to deregister any and all shares of common stock, par value of $1.00 per share, of the Registrant (the 'Common Stock'), that had been previously registered but remain unsold or otherwise unissued as of the date hereof under the following Registration Statement on Form S-8, as amended by any post-effective amendments thereto (the 'Registration Statement'), together with plan interests and other securities registered thereunder:

1.

Registration Statement on Form S-8 (File No. 2-58577), originally filed with the SEC on May 7, 1986, registering 300,000 shares of the Common Stock issuable pursuant to the Cooper Tire & Rubber Company Thrift and Profit Sharing Plan.

On June 7, 2021, pursuant to the Agreement and Plan of Merger, dated as of February 22, 2021, by and among The Goodyear Tire & Rubber Company, an Ohio corporation ('Goodyear'), Vulcan Merger Sub Inc., a wholly owned subsidiary of Goodyear ('Merger Sub'), and the Registrant, Merger Sub merged with and into the Registrant (the 'Merger'), with the Registrant surviving as a wholly owned subsidiary of Goodyear.

As a result of the Merger, the Registrant has terminated any and all offerings of the Registrant's securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. Accordingly, the Registrant, by filing this Post-Effective Amendment, hereby terminates the effectiveness of the Registration Statement and removes from registration any and all shares of the Common Stock, plan interests or other securities registered but unsold or otherwise unissued under the Registration Statement as of the date hereof. This filing is made in accordance with an undertaking made by the Registrant in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold or otherwise unissued at the termination of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Findlay, State of Ohio, on June 11, 2021.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement on Form S-8 has been signed below by the following persons in the capacities indicated on June 11, 2021.

Signature				Title
/s/ Stephen R. McClellan STEPHEN R. MCCLELLAN			Chief Executive Officer and Director (Principal Executive Officer)
/s/ Darren R. Wells DARREN R. WELLS			Senior Vice President, Chief Financial Officer and Director (Principal Financial Officer)
/s/ Mark A. Young MARK A. YOUNG			Vice President and Controller (Principal Accounting Officer)
/s/ Christina L. Zamarro CHRISTINA L. ZAMARRO			Vice President, Treasurer and Director

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