As filed with the Securities and Exchange Commission on November 13, 2020
REGISTRATION STATEMENT NO. 333-228856
REGISTRATION STATEMENT NO. 333-221947
REGISTRATION STATEMENT NO. 333-210654
REGISTRATION STATEMENT NO. 333-193680
REGISTRATION STATEMENT NO. 333-175693
REGISTRATION STATEMENT NO. 033-60196-99
REGISTRATION STATEMENT NO. 333-18135-99
REGISTRATION STATEMENT NO. 333-138506-99
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-228856
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-221947
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-210654
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-193680
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-175693
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 033-60196-99
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-18135-99
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-138506-99
UNDER
THE SECURITIES ACT OF 1933
ASCENA RETAIL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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30-0641353
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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933 MacArthur Boulevard
Mahwah, New Jersey 07430
(551) 777-6700
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Ascena Retail Group, Inc. 2016 Omnibus Incentive Plan
(Amended and Restated Effective December 10, 2015), as amended
Ascena Retail Group, Inc. Employee Stock Purchase Plan
(Amended and Restated Effective as of January 1, 2018)
Ascena Retail Group, Inc. 2016 Omnibus Incentive Plan
(Amended and Restated Effective December 10, 2015)
(formerly known as “Ascena Retail Group, Inc. 2010 Stock Incentive Plan”)
The Dress Barn, Inc. 2005 Employee Stock Purchase Plan
The Dress Barn, Inc. 1995 Stock Option Plan
The Dress Barn, Inc. 1993 Incentive Stock Option Plan
(Full title of the plan)
Gary Muto
Chief Executive Officer
Ascena Retail Group, Inc.
933 MacArthur Boulevard
Mahwah, New Jersey 07430
(551) 777-6700
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
Lanchi D. Huynh
Kirkland & Ellis LLP
1601 Elm Street
Dallas, Texas 75201
(214) 972-1770
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. (Check one):
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging growth company
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o
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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. o
DEREGISTRATION OF SECURITIES
These post-effective amendments (these “Post-Effective Amendments”) relate to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”), filed by Ascena Retail Group, Inc., a Delaware corporation (“Ascena”), with the Securities and Exchange Commission:
· Registration Statement No. 333-228856 on Form S-8, filed on December 17, 2018, registering 13,100,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of Ascena under the Ascena Retail Group, Inc. 2016 Omnibus Incentive Plan (Amended and Restated Effective December 10, 2015), as amended, which was an amendment and restatement of The Dress Barn, Inc. 2010 Stock Incentive Plan, which was an amendment and restatement of The Dress Barn, Inc. 2001 Stock Incentive Plan;
· Registration Statement No. 333-221947 on Form S-8, filed on December 8, 2017, registering 4,000,000 shares of Common Stock under the Ascena Retail Group, Inc. Employee Stock Purchase Plan (amended and restated effective January 1, 2018) (formerly known as the Ascena Retail Group, Inc. Employee Stock Purchase Plan, and, prior to December 17, 2010, as The Dress Barn, Inc. 2005 Employee Stock Purchase Plan);
· Registration Statement No. 333-210654 on Form S-8 filed on April 8, 2016, registering 19,500,000 shares of Common Stock under the Ascena Retail Group, Inc. 2016 Omnibus Incentive Plan (amended and restated effective December 10, 2015) (formerly known as the Ascena Retail Group, Inc. 2010 Stock Incentive Plan, which was an amendment and restatement of The Dress Barn, Inc. 2010 Stock Incentive Plan, which was an amendment and restatement of The Dress Barn, Inc. 2001 Stock Incentive Plan);
· Registration Statement No. 333-193680 on Form S-8 filed on January 31, 2014, registering 15,000,000 shares of Common Stock under the Ascena Retail Group, Inc. 2010 Stock Incentive Plan (amended and restated effective December 11, 2012) (formerly known as The Dress Barn, Inc. 2010 Stock Incentive Plan, which was an amendment and restatement of The Dress Barn, Inc. 2001 Stock Incentive Plan);
· Registration Statement No. 333-175693 on Form S-8 filed on July 21, 2011, registering 6,000,000 shares of Common Stock under the Ascena Retail Group, Inc. 2010 Stock Incentive Plan (formerly known as The Dress Barn, Inc. 2010 Stock Incentive Plan, which was an amendment and restatement of The Dress Barn, Inc. 2001 Stock Incentive Plan);
· Registration Statement No. 033-60196-99 on Form S-8 filed on March 25, 1993, registering 1,250,000 shares of Common Stock under The Dress Barn, Inc. 1993 Incentive Stock Option Plan;
· Registration Statement No. 333-18135 on Form S-8 filed on December 18, 1996, registering 2,000,000 shares of Common Stock under The Dress Barn, Inc. 1995 Stock Option Plan; and
· Registration Statement No. 333-138506 on Form S-8 filed on November 8, 2006, registering 12,000,000 shares of Common Stock under The Dress Barn, Inc. 2001 Stock Incentive Plan and 200,000 shares of Common Stock under The Dress Barn, Inc. 2005 Employee Stock Purchase Plan.
On July 23, 2020, Ascena and certain of its subsidiaries (together with Ascena, the “Debtors”), filed voluntary petitions (the “Chapter 11 Cases”) for reorganization under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Eastern District of Virginia. The Chapter 11 Cases are being jointly administered under the caption In re: Ascena Retail Group, Inc., et al.
As a result of the Chapter 11 Cases, Ascena has terminated all offerings of securities pursuant to the Registration Statements. In accordance with the undertakings made by Ascena in 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 offering, Ascena hereby removes from registration all of such securities of Ascena registered but unsold under the Registration Statements. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities and Ascena hereby terminates the effectiveness of each Registration Statement.
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