- Post-Effective Amendment to an S-8 filing (S-8 POS)

Registration Statement No.  0 33- 60005

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

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POST- EFFECTIVE

AMENDMENT NO. 1

TO

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

LONGS DRUG STORES CORPORATION

( Exact name of registrant as specified in charter )

Maryland	68-0048627
( State or other jurisdiction of	( IRS Employer Identification No. )
incorporation or organization )
141 North Civic Drive Walnut Creek , California	94596
( Address )	( Zip code )

 

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  Longs Drug Stores Corporation

  Deferred Compensation Plan of 1995

( Full title of the plan s )

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Douglas A. Sgarro

Vice President and Secretary

LONGS DRUG STORES CORPORATION

141 North Civic Drive

Walnut Creek , California 94596

( Name and address of agent for service )

[phone]

 ( Telephone number, including area code, of agent for service )

Copies to :

Louis L. Goldberg, Esq.

John D. Amorosi, Esq.

Davis Polk & Wardwell

450 Lexington Avenue

New York, New York 10017

Telephone: [phone]

 

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EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 , filed by Longs Drug Stores Corporation ( “ Longs ” ), relates to Longs’ Registration Statement on Form S-8 ( No. 0 33- 60005 ) (the “ Registration Statement ” ), pursuant to which Longs registered the issuance of up to 10,000,000   deferred compensation obligations , issuable under the Longs Drug Stores Corporation Deferred Compensation Plan of 1995 .

 

On October 30 , 2008, pursuant to the Agreement and Plan of Merger, dated as of August 12 , 2008, among Longs , CVS Caremark Corporation ( “ CVS ” ) and Blue MergerSub Corp., a wholly-owned subsidiary of CVS ( “ Acquisition ” ), Acquisition merged with and into Longs with Longs surviving as a wholly-owned subsidiary of CVS (the “ Merger ” ).  The Merger became effective on October 30 , 2008 by the filing of Articles of Merger with the Secretary of State of the State of Maryland .  As a result, Longs has terminated all offerings of its securities pursuant to the Registration Statement.  In accordance with undertakings made by Longs in the Registration Statement, Longs hereby removes from registration all securities under the Registration Statement which remained unsold as of the effective time of the Merger.

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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 No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Woonsocket, State of Rhode Island, on the 31st day of October , 2008 .

	Longs Drug Stores Corporation
	By:	/s/ Douglas A. Sgarro
	Name:	Douglas A. Sgarro
	Title:	Vice President and Secretary

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities held on the 31st day of October , 2008 .

 

Signature		Title
/s/ David B. Rickard
David B. Rickard		President (Principal Executive Officer & Director)
/s/ David M. Denton
David M. Denton		Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer & Director)
/s/ Douglas A. Sgarro
Douglas A. Sgarro		Vice President and Secretary (Director)

 

 

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