Post-Effective Amendment No. 1 to Form S-8

As filed with the Securities and Exchange Commission on January 28, 2010

Registration No. 333-111614

 

 

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

 

 

BERKSHIRE HATHAWAY INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   47-0813844

(State or Other Jurisdiction of

Incorporation or Organization)

  

(I.R.S. Employer

Identification Number)

3555 Farnam Street

Omaha, Nebraska 68131

(Address, including zip code, of Principal Executive Offices)

 

 

Clayton Homes, Inc. 401(k) Retirement Plan

(Full Title of the Plan)

Marc D. Hamburg

Berkshire Hathaway Inc.

3555 Farnam Street

Omaha, Nebraska 68131

(402) 346-1400

(Name, address, including zip code, and telephone number, including area code, of Agent for Service)

 

 

Copy To:

Mary Ann Todd, Esq.

Munger, Tolles & Olson LLP

355 South Grand Avenue

Los Angeles, California 90071

(213) 683-9100

 

 

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 the 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 NOTE TO

POST-EFFECTIVE AMENDMENT NO. 1

On January 21, 2010, Berkshire Hathaway Inc. (the “Corporation”) effected a fifty-for-one stock split of the Corporation’s Class B Common Stock (the “Class B Stock”), pursuant to which each outstanding share of Class B Stock was subdivided into fifty (50) shares of Class B Stock (the “Stock Split”). Pursuant to Rule 416(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the registrant hereby amends its Registration Statement on Form S-8 (Registration No. 333-111614), filed on December 30, 2003, to reflect that, as a result of the Stock Split, the number of shares of Class B Stock registered for issuance under the Clayton Homes, Inc. 401(k) Retirement Plan (the “Plan”) increased from 12,000 to 600,000. Such Registration Statement is further amended to reflect that, in accordance with Rule 416(a) of the Securities Act, the number of shares registered shall include such additional shares that may be issued from time to time pursuant to such Plan as the result of any future stock split, stock dividend or similar adjustment of the Corporation’s outstanding Class B Stock.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

Exhibit No.

   

Description

23

    Consent of Deloitte & Touche LLP.

24

    Power of Attorney (included on the signature page of this Registration Statement).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, Berkshire Hathaway Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on this Post-Effective Amendment No. 1 to the Form S-8 Registration Statement and has duly caused this Post-Effective Amendment No. 1 to the Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska on January 28, 2010.

 

BERKSHIRE HATHAWAY INC.
By:   /S/    MARC D. HAMBURG        
  Marc D. Hamburg
  Senior Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Warren E. Buffett, Charles T. Munger, and Marc D. Hamburg his or her true and lawful attorney-in-fact and agent with full powers of substitution and resubstitution, for the undersigned and in the name of the undersigned, in any and all capacities, to sign any or all amendments (including post-effective amendments) and supplements to this Registration Statement on Form S-8, and any related registration statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Form S-8 Registration Statement had been signed by the following persons in the capacities and on the dates indicated:

 

Signature

   

Title

  

Date

/S/    WARREN E. BUFFETT        

    Chairman of the Board and Director (principal executive officer) of Berkshire Hathaway Inc.   January 28, 2010
Warren E. Buffett     

/S/    MARC D. HAMBURG        

    Senior Vice President and Chief Financial Officer (principal financial officer) of Berkshire Hathaway Inc.   January 28, 2010
Marc D. Hamburg     

/S/    DANIEL J. JAKSICH        

    Vice President and Controller (principal accounting officer) of Berkshire Hathaway Inc.   January 28, 2010
Daniel J. Jaksich     

/S/    CHARLES T. MUNGER        

    Vice-Chairman of the Board and Director of Berkshire Hathaway Inc.   January 28, 2010
Charles T. Munger     

/S/    STEPHEN B. BURKE        

    Director of Berkshire Hathaway Inc.   January 28, 2010
Stephen B. Burke     

/S/    DAVID S. GOTTESMAN        

    Director of Berkshire Hathaway Inc.   January 28, 2010
David S. Gottesman     

/S/    CHARLOTTE GUYMAN        

Charlotte Guyman

    Director of Berkshire Hathaway Inc.   January 28, 2010

/S/    DONALD R. KEOUGH        

    Director of Berkshire Hathaway Inc.   January 28, 2010
Donald R. Keough     

/S/    THOMAS S. MURPHY        

   

Director of Berkshire Hathaway Inc.

   January 28, 2010
Thomas S. Murphy     

*

   

Director of Berkshire Hathaway Inc.

   January 28, 2010
Ronald L. Olson     

*

   

Director of Berkshire Hathaway Inc.

   January 28, 2010
Walter Scott, Jr.     

 

* By:   /S/    MARC D. HAMBURG        
  Attorney-in-fact

EXHIBIT INDEX

 

Exhibit No.

   

Description

23

    Consent of Deloitte & Touche LLP.

24

    Power of Attorney (included on the signature page of this Registration Statement).