BKS Barnes and Noble Inc

As filed with the Securities and Exchange Commission on August 7, 2019

Registration Nos. 333-27033

333-59111

333-90538

333-116382

333-183869

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-27033

Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-59111

Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-90538

Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-116382

Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-183869

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

122 Fifth Avenue

New York, New York 10011

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code: (212) 633-3300

Barnes & Noble, Inc. 1996 Incentive Plan

Barnes & Noble, Inc. Amended and Restated 1996 Incentive Plan

Barnes & Noble, Inc. 2004 Incentive Plan

Barnes & Noble, Inc. 2009 Incentive Plan

Amended and Restated Barnes & Noble, Inc. 2009 Incentive Plan

(Full titles of plans)

Allen W. Lindstrom

Chief Financial Officer

Barnes & Noble, Inc.

122 Fifth Avenue

New York, NY 10011

(212) 633-3300

(Name and address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

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. (Check one):

Emerging growth company ☐

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.  ☐

DEREGISTRATION OF SECURITIES

These Post-Effective Amendments (the “ Post-Effective Amendments ”) are being filed by Barnes & Noble, Inc., a Delaware corporation (the “ Registrant ”), to withdraw and remove from registration all shares of the Registrant’s common stock, $0.001 par value per share (the “ Shares ”) remaining unissued and unsold under the following Registration Statements on Form S-8 (each, a “ Registration Statement ”, and collectively, the “ Registration Statements ”) filed by the Registrant with the Securities and Exchange Commission (the “ SEC ”):

On August 7, 2019, pursuant to the terms of the Amended and Restated Agreement and Plan of Merger, dated as of June 6, 2019 and as amended and restated on June 24, 2019, by and among the Registrant, Chapters Holdco Inc., a Delaware corporation (“ Parent ”), and Chapters Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”), Merger Sub merged with and into the Registrant (the “ Merger ”), whereby the Registrant became a wholly owned subsidiary of Parent. As a result of the Merger, the offerings pursuant to the Registration Statements have been terminated. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the Shares registered under the Registration Statements that remain unsold at the termination of the offerings, the Registrant hereby removes from registration the Shares registered but unsold under the Registration Statements.

In addition, on August 7, 2019, the New York Stock Exchange filed Form 25 to delist the Registrant’s shares of common stock. The Registrant intends to file Form 15 to terminate registration under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and its duty to file reports under Sections 13 and 15(d) of the Exchange Act.

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