Post-effective Amendment to an S-8 Filing (s-8 Pos)
July 27 2016 - 4:54PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on July 27, 2016
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Registration No. 333-182161
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Registration No. 333-162108
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Registration No. 333-106933
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Registration No. 333-97787
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Registration No. 333-87092
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Registration No. 333-47326
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Registration No. 333-38258
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Registration No. 333-38236
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT
NO. 1 TO
FORM S-8 REGISTRATION
STATEMENT NO. 333-182161
FORM S-8 REGISTRATION STATEMENT NO.
333-162108
FORM S-8 REGISTRATION STATEMENT NO. 333-106933
FORM S-8
REGISTRATION STATEMENT NO. 333-97787
FORM S-8 REGISTRATION STATEMENT NO.
333-87092
FORM S-8 REGISTRATION STATEMENT NO. 333-47326
FORM S-8
REGISTRATION STATEMENT NO. 333-38258
FORM S-8 REGISTRATION STATEMENT NO.
333-38236
UNDER
THE SECURITIES ACT OF 1933
______________________________
KRISPY KREME DOUGHNUTS,
INC.
(Exact name of
registrant as specified in its charter)
North Carolina
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56-2169715
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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370 Knollwood Street
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Winston-Salem, North Carolina
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27103
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(Address of principal executive
offices)
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(Zip
Code)
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KRISPY KREME DOUGHNUTS,
INC. 2012 STOCK INCENTIVE PLAN
KRISPY KREME DOUGHNUTS, INC.
2000 STOCK INCENTIVE PLAN
MONTANA MILLS BREAD CO., INC.
1998 EMPLOYEE AND NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
KRISPY KREME DOUGHNUTS,
INC. EMPLOYEE STOCK PURCHASE PLAN
KRISPY KREME PROFIT-SHARING STOCK OWNERSHIP
PLAN
KRISPY KREME DOUGHNUT
CORPORATION NONQUALIFIED STOCK OWNERSHIP PLAN
KRISPY KREME DOUGHNUT
CORPORATION 1998 STOCK OPTION PLAN
(Full title of plan)
Price Cooper
Chief
Financial Officer
Krispy Kreme Doughnuts, Inc.
370 Knollwood Street
Winston-Salem, North
Carolina 27103
(Name and address of agent for service)
(336) 725-2981
(Telephone number, including area
code, of agent of 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.
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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 (Do not check if smaller
reporting company)
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☐
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Smaller reporting
company
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DEREGISTRATION OF
SECURITIES; TERMINATION OF REGISTRATION STATEMENTS
This Post-Effective Amendment
(the Post-Effective Amendment), constitutes Amendment No. 1 to the
registration statements on Form S-8 (the Registration Statements) filed by the
Registrant with the Securities and Exchange Commission:
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Registration Statement No. 333-182161, relating
to the Krispy Kreme Doughnuts, Inc. 2012 Stock Incentive
Plan;
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●
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Registration Statement No. 333-162108, relating
to the Krispy Kreme Doughnuts, Inc. 2000 Stock Incentive
Plan;
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●
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Registration Statement No. 333-106933, relating
to the Montana Mills Bread Co., Inc. 1998 Employee and Non-Employee
Director Stock Option Plan;
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Registration Statements No. 333-97787 and
333-47326, relating to the Kreme Doughnuts, Inc. 2012 Stock Incentive
Plan;
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●
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Registration Statement No. 333-87092, relating
to the Krispy Kreme Doughnuts, Inc. Employee Stock Purchase
Plan;
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●
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Registration Statement No. 38258, relating to
the Krispy Kreme Profit-Sharing Stock Ownership Plan and Krispy Kreme
Doughnut Corporation Nonqualified Stock Ownership Plan;
and
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●
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Registration Statement No. 333-38236, relating
to the Krispy Kreme Doughnut Corporation 1998 Stock Option
Plan.
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On July 27, 2016, pursuant to
the Agreement and Plan of Merger, dated as of May 8, 2016 by and among the
Registrant, Cotton Parent, Inc., a Delaware corporation (Parent), Cotton
Merger Sub Inc., a North Carolina corporation and wholly owned subsidiary of
Parent (Merger Sub) and JAB Holdings B.V., a Dutch
Besloten Vennootschap met beperkte
aansprakelijkheid
(private
company with limited liability), Merger Sub merged with and into the Registrant
(the Merger), the Registrant became a wholly-owned subsidiary of Parent, and
all outstanding shares of common stock of the Registrant were converted into the
right to receive $21.00 per share in cash.
As a result of the Merger, the
Registrant terminated any and all offerings of its securities pursuant to the
Registration Statements, and in accordance with undertakings made by the
Registrant in the Registration Statements, this Post-Effective Amendment is
being filed for the sole purpose of terminating the Registration Statements and
deregistering any unissued shares previously registered under the Registration
Statements and issuable under the Plans.
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 this
Post-Effective Amendment to the Registration Statements on Form S-8 and has duly
caused this Post-Effective Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Winston-Salem, State of
North Carolina, on this 27th day of July, 2016.
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KRISPY KREME DOUGHNUTS, INC.
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By:
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/s/ G. Price Cooper, IV
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Name:
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G.
Price Cooper, IV
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Title:
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Executive Vice President,
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Chief Financial Officer and
Treasurer
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Note: No other person is required to sign this Post-Effective Amendment to the Registration
Statement in reliance on Rule 478 under the Securities Act of 1933, as amended.
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