Post-effective Amendment to an S-8 Filing (s-8 Pos)
12 Gennaio 2018 - 5:02PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 12, 2018
Registration
No. 333-205255
Registration
No. 333-205257
Registration
No. 333-205258
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to
Form
S-8
Registration Statement
No. 333-205255
Form
S-8
Registration Statement
No. 333-205257
Form
S-8
Registration Statement
No. 333-205258
UNDER
THE
SECURITIES ACT OF 1933
BOB EVANS FARMS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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31-4421866
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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8111 Smiths Mill Road
New Albany, Ohio 43054
(614)
491-2225
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
BOB EVANS FARMS, INC. AMENDED AND RESTATED 2010 EQUITY AND CASH INCENTIVE PLAN
BOB EVANS FARMS, INC. AND AFFILIATES FOURTH AMENDED AND RESTATED EXECUTIVE DEFERRAL PROGRAM
BOB EVANS FARMS, INC. 2010 DIRECTOR DEFERRAL PROGRAM
BOB EVANS FARMS, INC. AND AFFILIATES 401K RETIREMENT PLAN
(Full titles of the plans)
Colin M. Daly
Bob Evans
Farms, Inc.
8111 Smiths Mill Road
New Albany, Ohio
(614)
491-2225
(Name, address, including zip code, and 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, 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 Securities Exchange Act of 1934 (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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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
EXPLANATORY NOTE
This Post-Effective Amendment (this Post-Effective Amendment) relates to the following Registration Statements on Form
S-8
(each, a Registration Statement, and collectively, the Registration Statements) of Bob Evans Farms, Inc., a Delaware corporation (Bob Evans), previously filed by Bob Evans
with the U.S. Securities and Exchange Commission (the SEC):
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Registration Statement on Form
S-8
(File
No. 333-205255),
filed with the SEC on June 26, 2015, which registered the offering of
250,000 shares of common stock, par value $0.01 per share, of Bob Evans (the Common Stock), pursuant to the Bob Evans Farms, Inc. Amended and Restated 2010 Equity and Cash Incentive Plan;
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Registration Statement on Form
S-8
(File
No. 333-205257),
filed with the SEC on June 26, 2015, which registered the offering of
290,000 shares of Common Stock and $6,000,000 of general unsecured and unfunded obligations of Bob Evans to pay deferred compensation in the future pursuant to the Bob Evans Farms, Inc. and Affiliates Fourth Amended and Restated Executive Deferral
Program and the Bob Evans Farms, Inc. 2010 Director Deferral Program; and
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Registration Statement on Form
S-8
(File
No. 333-205258),
filed with the SEC on June 26, 2015, which registered the offering of
100,000 shares of Common Stock, pursuant to the Bob Evans Farms, Inc. and Affiliates 401K Retirement Plan.
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On January 12, 2018,
pursuant to the terms of the Agreement and Plan of Merger (the Merger Agreement), dated as of September 18, 2017, among Post Holdings, Inc., a Missouri corporation (Post), Haystack Corporation, a Delaware corporation and
a wholly-owned subsidiary of Post (Merger Sub), and Bob Evans, Merger Sub was merged with and into Bob Evans, with Bob Evans continuing as the surviving corporation and as a wholly owned subsidiary of Post (the Merger).
In connection with the Merger, Bob Evans is terminating all offerings of its securities pursuant to the Registration Statements. In accordance with the
undertakings made by Bob Evans in the Registration Statements, Bob Evans hereby removes and withdraws from registration the securities registered under the Registration Statements that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant, Bob Evans Farms, Inc., 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New Albany, State of Ohio, on January 12, 2018.
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BOB EVANS FARMS, INC.
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By:
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/s/ Colin M. Daly
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Colin M. Daly
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Executive Vice President, General Counsel and Secretary
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Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on Form
S-8
in reliance on Rule 478 under the Securities Act of 1933, as amended.
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