Post-effective Amendment to an S-8 Filing (s-8 Pos)
27 January 2017 - 10:19PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 27, 2017
Registration No. 333-202824
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-202824
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SEARS HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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29-1920798
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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3333 Beverly Road
Hoffman Estates, Illinois 60179
(Address of Principal Executive Offices, including Zip Code)
SEARS HOLDINGS SAVINGS PLAN
SEARS HOLDINGS PUERTO RICO SAVINGS PLAN
(Full title of the plan)
Jonathan C. Babb
Vice
President and Deputy General Counsel
Sears Holdings Corporation
3333 Beverly Road
Hoffman Estates, Illinois 60179
(Name and address of agent for service)
(847) 286-2500
(Telephone number, including 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. (Check one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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REMOVAL OF SECURITIES FROM REGISTRATION
Sears Holdings Corporation, a Delaware corporation (the Registrant) and the Sears Holdings Savings Plan and the Sears Holdings
Puerto Rico Savings Plan (collectively, the Plans) filed a Registration Statement on Form S-8 (File No. 333-202824) (the Registration Statement) with the Securities and Exchange Commission on March 17, 2015. The
Registration Statement covered 1,500,000 shares of Common Stock, par value $0.01 per share (the Common Stock), of the Registrant to be issued under the Plans, and an indeterminate amount of plan interests.
Effective January 1, 2017, the Sears Holdings Corporation Stock Fund that was part of the Plans was closed to new investments, although
existing investments could continue to be held. Accordingly, no further offers or sales of the Registrants Common Stock are being made through the Plans. In accordance with an undertaking made by the Registrant in the Registration Statement to
remove by means of a post-effective amendment any securities that remain unsold at the termination of the offering, this Post-Effective Amendment is being filed to remove from registration the Common Stock and plan interests not heretofore sold
pursuant to the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such Common Stock and plan interests.
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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 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates,
State of Illinois, on this 27
th
day of January, 2017.
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SEARS HOLDINGS CORPORATION
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By:
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/s/ Robert A. Riecker
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Name:
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Robert A. Riecker
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Title:
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Controller and Head of Capital Market Activities
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Pursuant to the requirement of the Securities Act of 1933, as amended, the trustees (or other persons
who administer the employee benefit plan) have duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on
this 27
th
day of January, 2017.
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SEARS HOLDINGS SAVINGS PLAN
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By:
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/s/ Robert A. Riecker
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Name:
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Robert A. Riecker
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Title:
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Member of Administrative Committee and Controller and Head of Capital Market Activities of Sears Holdings Corporation
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Pursuant to the requirement of the Securities Act of 1933, as amended, the trustees (or other persons who
administer the employee benefit plan) have duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Hoffman Estates, State of Illinois, on
this 27
th
day of January, 2017.
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SEARS HOLDINGS PUERTO RICO SAVINGS PLAN
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By:
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/s/ Robert A. Riecker
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Name:
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Robert A. Riecker
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Title:
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Member of Administrative Committee and Controller and Head of Capital Market Activities of Sears Holdings Corporation
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