As filed with the Securities and Exchange Commission on June 16, 2017.

Registration No. 333-171011

 

 

UNITED STATES
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

 

LUXOTTICA GROUP S.p.A.

(Exact name of registrant as specified in its charter)

 

Republic of Italy

 

Not applicable

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

Piazzale Cadorna 3

 

 

Milan, Italy

 

20123

(Address of Principal Executive Offices)

 

(Zip Code)

 

LUXOTTICA GROUP TAX INCENTIVE SAVINGS PLAN

(Full title of the plan)

 

Michael A. Boxer, Esq.
Executive Vice President and Group General Counsel

4000 Luxottica Place

Mason, Ohio  45040

(Name and address of agent for service)

 

(513) 765-6134

(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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company o

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 



 

DEREGISTRATION OF UNSOLD SECURITIES

 

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (No. 333-171011) filed on December 6, 2010, registering 2,500,000 ordinary shares, par value Euro 0.06 per share, of Luxottica Group S.p.A. (the “ Company ”), together with an indeterminate amount of related plan interests, in each case to be offered or sold pursuant to the Luxottica Group Tax Incentive Savings Plan (the “ Registration Statement ”).

 

The Company has delisted its American Depositary Shares from the New York Stock Exchange and intends to file a Form 15F to deregister and terminate its reporting obligations under the Securities Exchange Act of 1934, as amended. In accordance with the undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, the Company hereby amends the Registration Statement to withdraw from registration the securities registered thereby which remain unsold as of the date hereof.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Milan, Italy, on June 16, 2017.

 

 

LUXOTTICA GROUP S.p.A.,

 

 

 

 

By:

/s/ STEFANO GRASSI

 

 

Name: Stefano Grassi

 

 

Title: Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated on June 16, 2017.

 

 

/s/ LEONARDO DEL VECCHIO

 

/s/ LUIGI FRANCAVILLA

Leonardo Del Vecchio

 

Luigi Francavilla

Executive Chairman

 

Deputy Chairman

 

 

 

 

 

 

/s/ FRANCESCO MILLERI

 

/s/ MASSIMO VIAN

Francesco Milleri

 

Massimo Vian

Deputy Chairman

 

Chief Executive Officer for Product and
Operations (Principal Executive Officer) and
Director

 

 

 

 

 

 

/s/ MARINA BROGI

 

 

Marina Brogi

 

Luigi Feola

Director

 

Director

 

 

 

 

 

 

/s/ ELISABETTA MAGISTRETTI

 

/s/ MARIO NOTARI

Elisabetta Magistretti

 

Mario Notari

Director

 

Director

 

 

 

 

 

 

/s/ MARIA PIERDICCHI

 

 

Maria Pierdicchi

 

Karl Heinz Salzburger

Director

 

Director

 

 

 

 

 

 

/s/ LUCIANO SANTEL

 

 

Luciano Santel

 

Cristina Scocchia

Director

 

Director

 

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/s/ ANDREA ZAPPIA

Sandro Veronesi

 

Andrea Zappia

Director

 

Director

 

 

 

 

 

 

/s/ STEFANO GRASSI

 

/s/ MICHAEL BOXER

Stefano Grassi

 

Michael Boxer

Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

 

Authorized U.S. Representative

 

 

LUXOTTICA GROUP TAX INCENTIVE SAVINGS PLAN

 

By:  Employees’ Benefit Committee of
Luxottica U.S. Holdings Corp.,
as Plan Administrator

 

/s./ VITO GIANNOLA

 

Name: Vito Giannola

 

Title: Authorized Representative

 

 

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