SCOO School Specialty Inc (CE)

As filed with the Securities and Exchange Commission on August 9, 2018

Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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SCHOOL SPECIALTY, INC.

(Exact name of registrant as specified in its charter)

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School Specialty, Inc.

W6316 Design Drive

Greenville, Wisconsin 54942

(920) 734-5712

(Address, including zip code and telephone number, including area code,

of registrant’s principal executive offices)

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(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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   £        Accelerated filer   S        Non-accelerated filer   £       Smaller reporting company  £
Emerging Growth Company £

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 7(a)(2)(B) of the Securities Act. £

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h)(1) under the Securities Act based upon the average of the high and low price per share of the Registrant’s Common Stock on the OTCQB ^® on August 6, 2018.

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, School Specialty, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”).  The information in the Registration Statement on Form S-8 relating to the Registrant’s 2014 Incentive Plan originally filed with the SEC by the Registrant pursuant to the Securities Act on December 2, 2014 (Registration No. 333-200677) is hereby incorporated by reference into this Registration Statement.

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