As filed with the Securities and Exchange Commission on April 11, 2008
Registration No. 333-148071
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Altria Group, Inc.
(Exact name of registrant as specified in its charter)
| Virginia (State or other jurisdiction of incorporation or organization) 6601 West Broad Street Richmond, Virginia (Address of Principal Executive Offices) |
13-3260245 (I.R.S. Employer Identification No.)
23230 (Zip Code) |
Philip Morris International Deferred Profit-Sharing Plan
(Full titles of the plans)
G. Penn Holsenbeck
Philip Morris International Deferred Profit-Sharing Plan
PHILIP MORRIS INTERNATIONAL INC.
120 Park Avenue
New York, NY 10017
(Name and address of agent for service)
(917) 663-2000
(Telephone number, including area code, of agent for service)
Copy to:
Sean X. McKessy
Corporate Secretary
Altria Group, Inc.
6601 West Broad Street
Richmond, Virginia 23230
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.
| Large accelerated filer x | Accelerated filer ¨ | |
| Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company ¨ | |
Explanatory Statement
Effective as of the close of business on March 28, 2008, the separation of Philip Morris International Inc. (“PMI”) from Altria Group, Inc. (“Altria”) and the distribution of 100% of the shares of PMI to Altria’s shareholders was completed (the “Distribution”). In connection with the Distribution, Altria is filing this Post-Effective Amendment to remove from registration all shares of common stock of Altria and all interests that remain unsold under the Philip Morris International Deferred Profit-Sharing Plan under Registration Statement No. 333-148071, filed by the Registrant on Form S-8 on December 14, 2007.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 24 | Powers of Attorney1 | |
1 Previously filed as the same numbered Exhibit to the Registrant’s Registration Statement on Form S-8, Registration Statement No. 333-139523, filed with the Securities and Exchange Commission on December 20, 2006.
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on the 11th day of April, 2008.
| ALTRIA GROUP, INC. | ||
| By: | /S/ MICHAEL E. SZYMANCZYK | |
| Michael E. Szymanczyk, Chairman of the Board and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /S/ MICHAEL E. SZYMANCZYK | Chairman of the Board | April 11, 2008 | ||
| (Michael E. Szymanczyk) | and Chief Executive | |||
| Officer | ||||
| /S/ DAVID R. BERAN | Executive Vice President | April 11, 2008 | ||
| (David R. Beran) | and Chief Financial | |||
| Officer | ||||
| /S/ LINDA M. WARREN | Vice President and | April 11, 2008 | ||
| (Linda M. Warren) | Controller | |||
| /S/ DINYAR S. DEVITRE | Director | April 11, 2008 | ||
| (Dinyar S. Devitre) | ||||
| Elizabeth E. Bailey, Robert E. R. Huntley, Thomas W. Jones, and George Muñoz* |
Directors | |||
| *By: | /S/ DINYAR S. DEVITRE | |||||
| (Dinyar S. Devitre, Pursuant to Power-of- Attorney) |
April 11, 2008 | |||||
Pursuant to the requirements of the Securities Act, Daniele Regorda, having administrative responsibility for the Philip Morris International Deferred Profit-Sharing Plan, has duly caused this Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lausanne, Switzerland, on this 11th day of April, 2008.
| PHILIP MORRIS INTERNATIONAL DEFERRED PROFIT- SHARING PLAN | ||
| By: | /s/ DANIELE REGORDA | |
| Name: Daniele Regorda | ||
| Title: Senior Vice President, Human Resources | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 24 | Powers of Attorney1 | |
1 Previously filed as the same numbered Exhibit to the Registrant’s Registration Statement on Form S-8, Registration Statement No. 333-139523, filed with the Securities and Exchange Commission on December 20, 2006.