As filed with the Securities and Exchange Commission on July 30, 2009

Registration No. 333-106333

 

 

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

GREIF, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		31-4388903
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
425 Winter Road, Delaware, Ohio		43015
(Address of principal executive offices)		(Zip Code)

Greif Board Salaried Employees 401 (k) Plan

(Full title of the plan)

Gary R. Martz, Esq.
Senior Vice President, General Counsel and Secretary
Greif, Inc.
425 Winter Road
Delaware, Ohio 43015
(740) 549-6000

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

Joseph P. Boeckman, Esq.
Baker & Hostetler LLP
65 East State Street, Suite 2100
Columbus, Ohio 43215-4260
(614) 228-1541

 

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

On June 20, 2003, Greif, Inc. (the “Company”) filed a registration statement on Form S-8, Registration Number 333-106333, with the Securities and Exchange Commission to register participation interests in the Greif Board Salaried Employees 401 (k) Plan (the “Plan”) and shares of Class A Common Stock, without par value, of the Company (the “Shares”).

On December 31, 2003, the Plan was merged into the Greif 401(k) Retirement Plan, and the Plan ceased to exist. For that reason, the Company hereby requests that all unsold Shares be deregistered.

ITEM 8. EXHIBITS.

     The following documents are filed as exhibits to this Post-Effective Amendment No. 1 to Form S-8 Registration Statement:

				If Incorporated by Reference,
				Document with which Exhibit
Exhibit No.		Description of Exhibit		was Previously Filed with SEC
24		Powers of Attorney for Vicki L. Avril, Bruce A. Edwards, Mark A. Emkes, John F. Finn, Daniel J. Gunsett, Judith D. Hook and Patrick Norton		Included herein.

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 this Post-Effective Amendment to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Delaware, State of Ohio, on July 30, 2009.

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been signed by the following persons in the capacities indicated on July 30, 2009.

Signature		Title
/s/ Michael J. Gasser   Michael J. Gasser		Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
/s/ Donald S. Huml   Donald S. Huml		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Kenneth B. Andre III   Kenneth B. Andre III		Vice President, Corporate Controller (Principal Accounting Officer)
Vicki L. Avril*   Vicki L. Avril		Director
Bruce A. Edwards*   Bruce A. Edwards		Director
Mark A. Emkes*   Mark A. Emkes		Director
John F. Finn*   John F. Finn		Director
Daniel J. Gunsett*   Daniel J. Gunsett		Director
Judith D. Hook*   Judith D. Hook		Director
Patrick J. Norton*   Patrick J. Norton		Director

Exhibit 24

GREIF, INC.

POWER OF ATTORNEY
For Form S-8 Registration Statements

     The undersigned, a director of Greif, Inc., a Delaware corporation (the “Company”), hereby constitutes and appoints Michael J. Gasser and each of his successors to the office of Chief Executive Officer of the Company, and each of them, my true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for me and in my name, place, and stead, in my capacity as director or officer of the Company, to execute any and all of the Company’s Registration Statements on Form S-8, and any and all amendments thereto (including post-effective amendments), to register under the Securities Act of 1933, as amended (the “Securities Act”), any shares of Class A Common Stock or Class B Common Stock of the Company for sale under, and pursuant to, any and all of the Company’s current or hereafter adopted or approved stock option plans or other “employee benefit plans” (as such term is defined under Rule 405 promulgated under the Securities Act), as such plans are currently amended or shall hereafter be amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as I might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

     The undersigned has executed and delivered this Power of Attorney on the date set forth below the undersigned’s signature.

/s/ Vicki L. Avril		Director
Vicki L. Avril		Position (s) with the Company
Dated: June 3, 2008
/s/ Bruce A. Edwards		Director
Bruce A. Edwards		Position (s) with the Company
Dated: June 3, 2008
/s/ Mark A. Emkes		Director
Mark A. Emkes		Position (s) with the Company
Dated: June 3, 2008
/s/ John F. Finn		Director
John F. Finn		Position (s) with the Company
Dated: June 3, 2008
/s/ Daniel J. Gunsett		Director
Daniel J. Gunsett		Position (s) with the Company
Dated: June 3, 2008
/s/ Judith D. Hook		Director
Judith D. Hook		Position (s) with the Company
Dated: June 3, 2008
/s/ Patrick J. Norton		Director
Patrick J. Norton		Position (s) with the Company
Dated: June 3, 2008