Post-effective Amendment to an S-8 Filing (s-8 Pos)
20 August 2014 - 12:01PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 19, 2014
Registration No. 333-129887
Registration No. 333-183224
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 2 to Form S-8 Registration No. 333-129887
Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-183224
UNDER
THE
SECURITIES ACT OF 1933
SPORT CHALET, INC.
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
Delaware |
|
95-4390071 |
(State or Other Jurisdiction of Incorporation or Organization) |
|
(I.R.S. Employer Identification Number) |
One Sport Chalet Drive
La Cañada Flintridge, California 91011
(Address of Principal Executive Offices including Zip Code)
2004 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
Copy To:
|
|
|
Craig L. Levra
Sport Chalet, Inc. One
Sport Chalet Drive La Cañada Flintridge, California 91011
(818) 949-5300 |
|
Thomas Kennedy
Versa Capital Management, LLC
Cira Centre 2929 Arch
Street Philadelphia, PA 19104
(215) 609-3400 |
(Name and 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, or a smaller reporting company. See
the definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Check one:
|
|
|
|
|
|
|
Large Accelerated Filer |
|
¨ |
|
Accelerated Filer |
|
¨ |
|
|
|
|
Non-Accelerated Filer |
|
¨ (Do not check if a smaller reporting company) |
|
Smaller Reporting Company |
|
x |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Form S-8 Registration Statements of Sport Chalet, Inc., a Delaware corporation
(Sport Chalet) (collectively, the Registration Statements):
|
|
|
Registration Statement No. 333-129887, filed with the United States Securities and Exchange Commission (the SEC) on November 22, 2005, registering 3,537,514 shares of Sport Chalets
Class A Common Stock, par value $0.01 per share (the Class A Common Stock), and 268,750 shares of Sport Chalets Class B Common Stock, par value $0.01 per share (together with the shares of Class A Common Stock, the
Shares), under the 2004 Equity Incentive Plan (the 2004 Plan); and |
|
|
|
Registration Statement No. 333-183224, filed with the SEC on August 10, 2012, registering 600,000 shares of Class A Common Stock under the 2004 Plan. |
Sport Chalet is filing this Post-Effective Amendment to its Registration Statements to withdraw and remove from registration the unissued and
unsold securities issuable by Sport Chalet pursuant to the above-referenced Registration Statements.
Pursuant to the Agreement and Plan
of Merger, dated as of June 30, 2014, by and among Vestis Retail Group, LLC, a Delaware limited liability company (Vestis), Everest Merger Sub, Inc., a Delaware corporation (Merger Sub), and Sport Chalet (as amended on
August 3, 2014, the Merger Agreement), on August 19, 2014, Merger Sub merged with and into Sport Chalet (the Merger), with Sport Chalet surviving as a wholly owned subsidiary of Vestis. Pursuant to the terms of the
Merger Agreement, at the effective time of the Merger, each Share then outstanding (other than any (i) Shares owned by Vestis, Merger Sub or Sport Chalet (as treasury stock or otherwise) or any of their respective direct or indirect
subsidiaries or affiliates and (ii) Shares held by holders who have not voted in favor of adoption of the Merger Agreement and who have properly exercised appraisal rights of such Shares in accordance with Section 262 of the DGCL) was
converted into the right to receive $1.20 per Share, without interest thereon, less any applicable withholding taxes.
As a result of the
consummation of the transactions contemplated by the Merger Agreement, Sport Chalet has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with an undertaking made by Sport Chalet in each of the
Registration Statements to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering, Sport Chalet hereby removes and withdraws from
registration any and all securities of Sport Chalet registered pursuant to the Registration Statements that remain unsold as of the date hereof.
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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of La Cañada Flintridge,
State of California, on this 19th day of August, 2014.
|
|
|
SPORT CHALET, INC. |
|
|
By: |
|
/s/ Craig L. Levra |
Name: |
|
Craig L. Levra |
Title: |
|
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to
the Registration Statements has been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
|
|
|
/s/ Mark Walsh |
|
|
|
|
Mark Walsh |
|
President |
|
August 19, 2014 |
|
|
|
/s/ Keith Spirgel |
|
|
|
|
Keith Spirgel |
|
Chief Financial Officer |
|
August 19, 2014 |
|
|
|
/s/ Paul Halpern |
|
|
|
|
Paul Halpern |
|
Director |
|
August 19, 2014 |
|
|
|
/s/ Raymond C. French |
|
|
|
|
Raymond C. French |
|
Director |
|
August 19, 2014 |
|
|
|
/s/ William R. Quinn |
|
|
|
|
William R. Quinn |
|
Director |
|
August 19, 2014 |
Sport Chalet (NASDAQ:SPCHB)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Sport Chalet (NASDAQ:SPCHB)
Historical Stock Chart
Von Jun 2023 bis Jun 2024