Post-effective Amendment to an S-8 Filing (s-8 Pos)
16 März 2015 - 7:48PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 16, 2015
Registration No. 333-142712
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
THE PANTRY, INC.
(Exact
name of registrant as specified in its charter)
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Delaware |
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56-1574463 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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305 Gregson Drive
Cary, North Carolina |
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27511 |
(Address of Principal Executive Offices) |
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(Zip Code) |
THE PANTRY, INC. 2007 OMNIBUS PLAN
(Full title of the plan)
Darrell Davis
President
The
Pantry, Inc.
305 Gregson Drive
Cary, North Carolina 27511
(919) 774-6700
(Name,
address and telephone number, including area code, of agent for service)
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, which was originally filed on May 8, 2007 (file no. 333-142712) (the Registration Statement) to register a total of 3,242,385 shares (the Shares) of the common stock, $0.01 par value per share (the Company Common
Stock) of The Pantry, Inc., a Delaware corporation (the Company), pursuant to the The Pantry, Inc. 2007 Omnibus Plan (the Plan), is being filed to deregister all of the Shares not yet issued in
connection with the Plan.
The Company has entered into an Agreement and Plan of Merger, dated as of December 18, 2014, by and among
the Company, Couche-Tard U.S. Inc., a Delaware corporation (Parent), and CT-US Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub), pursuant to which Merger Sub has been
merged with and into the Company, with the Company continuing as the surviving company and a wholly owned subsidiary of Parent (the Merger). In connection therewith, each issued and outstanding share of Company Common Stock (other
than shares (a) owned by the Company as treasury stock or owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent or (b) held by a stockholder who has properly exercised and perfected such
holders appraisal rights under Section 262 of the General Corporation Law of the State of Delaware) was converted into the right to receive, in respect of each share of Company Common Stock, $36.75 in cash, without interest and subject to
applicable withholding.
Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by
means of a post-effective amendment any of the securities that remain unsold at the termination of the offering, the Company hereby amends the Registration Statement by deregistering all Shares that were registered but unsold under the Registration
Statement.
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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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cary, State of North
Carolina on this 16th day of March, 2015.
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THE PANTRY, INC. |
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By: |
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/s/ Darrell Davis |
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Darrell Davis |
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President |
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