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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Talbots (The) | NYSE:TLB | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.76 | 0.00 | 01:00:00 |
As filed with the Securities and Exchange Commission on August 3, 2012
Registration No. 033-72086
Registration No. 033-86040
Registration No. 333-05643
Registration No. 333-56215
Registration No. 333-42708
Registration No. 333-101037
Registration No. 333-107317
Registration No. 333-119262
Registration No. 333-145156
Registration No. 333-154797
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 033-72086
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 033-86040
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-05643
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-56215
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-42708
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-101037
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-107317
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-119262
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-145156
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-154797
UNDER
THE SECURITIES ACT OF 1933
THE TALBOTS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 41-1111318 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
One Talbots Drive
Hingham, Massachusetts 02043
781-749-7600
(Address, including zip code, of Principal Executive Offices)
The Talbots, Inc. Retirement Savings Voluntary Plan
The Talbots, Inc. 2003 Executive Stock Based Incentive Plan
The Talbots, Inc. 1995 Directors Stock Option Plan
The Talbots, Inc. Restated Directors Stock Plan
The Talbots, Inc. Directors Deferred Compensation Plan
The Talbots, Inc. Deferred Compensation Plan
The Talbots, Inc. Supplemental Savings Plan
(Full title of the plans)
Copy to:
Richard T. OConnell, Jr. The Talbots, Inc. One Talbots Drive Hingham, Massachusetts 02043 (781) 741-7600 |
Warren J. Casey, Esq. Day Pitney LLP P.O. Box 1945 Morristown, New Jersey 07962-1945 (973) 966-6300 |
(Name and address, including zip code, telephone number and area code, of agent for service)
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 | ¨ | Accelerated Filer | x | |||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the Post-Effective Amendment) relates to the following Registration Statements on Form S-8 (collectively, the Registration Statements):
|
Registration Statement No. 33-72086 registering 50,000 shares of common stock, par value $0.01 per share (the Common Stock), of The Talbots, Inc. (the Company) reserved for issuance under The Talbots, Inc. Retirement Savings Voluntary Plan (the 401(k) Plan); |
|
Registration Statement No. 33-86040, filed on November 4, 1994, registering 2,650,000 shares of Common Stock reserved for issuance under The Talbots, Inc. 1993 Executive Stock Based Incentive Plan (the 1993 ESBIP); |
|
Registration Statement No. 333-05643, filed on June 10, 1996, registering 130,000 shares of Common Stock reserved for issuance under The Talbots, Inc. 1995 Directors Stock Option Plan (the 1995 Directors Plan); |
|
Registration Statement No. 333-56215 (as amended by Post-Effective Amendment No. 1), filed on June 5, 1998, registering 3,310,000 shares of Common Stock reserved for issuance under the 1993 ESBIP; |
|
Registration Statement No. 333-42708, filed on August 1, 2000, registering 400,000 shares of Common Stock reserved for issuance under The Talbots, Inc. Restated Directors Stock Plan (formerly the 1995 Directors Plan); |
|
Registration Statement No. 333-101037, filed on November 6, 2002, registering 300,000 shares of Common Stock reserved for issuance under the 1993 ESBIP; |
|
Registration Statement No. 333-107317, filed on July 24, 2003, registering 7,000,000 shares of Common Stock reserved for issuance under The Talbots, Inc. 2003 Executive Stock Based Incentive Plan (the 2003 ESBIP); |
|
Registration Statement No. 333-119262, filed on September 24, 2004, registering unsecured deferred compensation obligations under The Talbots, Inc. Directors Deferred Compensation Plan; |
|
Registration Statement No. 333-145156, filed on August 6, 2007, registering 2,500,000 shares of Common Stock reserved for issuance under the 2003 ESBIP; and |
|
Registration Statement No. 333-154797, filed on October 28, 2008, registering 1,500,000 shares of Common Stock reserved for issuance under the 401(k) Plan and an indeterminate amount of plan interests, $28,196,090 of unsecured deferred compensation obligations under The Talbots, Inc. Deferred Compensation Plan, and $8,176,549 of unsecured deferred compensation obligations under The Talbots, Inc. Supplemental Savings Plan. |
On May 30, 2012, the Company, entered into an Agreement and Plan of Merger (the Merger Agreement) with TLB Holdings LLC, a Delaware limited liability company (Parent), and TLB Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Sub). On August 3, 2012, pursuant to the Merger Agreement, Sub was merged with and into the Company (the Merger), with the Company surviving the Merger as a direct, wholly owned subsidiary of Parent. At the effective time of the Merger, each share of Common Stock of the Company issued and outstanding immediately prior to the effective time of the Merger (other than shares owned by Parent or Sub and shares of Common Stock held by stockholders who are entitled to and properly exercise appraisal rights under Delaware law) was automatically converted into the right to receive an amount in cash, without interest thereon and less any required withholding taxes, equal to $2.75 per share.
In connection with the Merger, the Company has terminated all offerings of the Companys securities pursuant to its existing registration statements, including the Registration Statements. In accordance with an undertaking made by the Company in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offerings, the Company hereby removes from registration all securities of the Company registered under the Registration Statements that remain unsold as of the date of this Post-Effective Amendment.
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 Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Rye Brook, State of New York, on August 3, 2012.
THE TALBOTS, INC. | ||
By: |
/s/ Richard T. OConnell, Jr. |
|
Name: | Richard T. OConnell, Jr. | |
Title: | Executive Vice President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statements on Form S-8 have been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||||
/s/ Stefan Kaluzny |
Chairman of the Board of Directors | August 3, 2012 | ||||
Stefan Kaluzny | ||||||
/s/ Peter Morrow |
Director | August 3, 2012 | ||||
Peter Morrow | ||||||
/s/ Michael Scarpa |
Chief Operating Officer, Chief Financial Officer and Treasurer |
August 3, 2012 | ||||
Michael Scarpa | (Principal Financial and Accounting Officer) | |||||
/s/ Trudy F. Sullivan |
President and Chief Executive Officer | August 3, 2012 | ||||
Trudy F. Sullivan | (Principal Executive Officer) |
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