- Post-Effective Amendment to Registration Statement (POS AM)
03 August 2012 - 10:25PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 3, 2012
Registration No. 333-163955
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE TALBOTS, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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5621
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41-1111318
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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One Talbots Drive
Hingham, Massachusetts 02043
(781) 749-7600
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Richard T. OConnell, Jr.
The Talbots, Inc.
One Talbots Drive
Hingham, Massachusetts 02043
(781) 749-7600
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies of
communications to:
Morton A. Pierce, Esq.
Chang-Do Gong, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036-2787
(212) 819-8200
Approximate
date of commencement of proposed sale of the securities to the public:
Not applicable.
If the securities being
registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following
box.
¨
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
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If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.
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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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x
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DEREGISTRATION OF SECURITIES; TERMINATION OF REGISTRATION STATEMENT
This Post-Effective Amendment No. 1 (the Post-Effective Amendment) to the Registration Statement No. 333-163955 on
Form S-4 (the Registration Statement) initially filed with the Securities and Exchange Commission on December 23, 2009 by The Talbots, Inc., a Delaware corporation (Talbots), amended on January 21, 2010 and
January 25, 2010, and declared effective on January 26, 2010, is being filed to terminate the Registration Statement and deregister all unsold securities of Talbots that were registered under the Registration Statement. Pursuant to the
Registration Statement, 57,676,942 shares (the Shares) of Talbots common stock were registered for issuance. Talbots hereby removes from registration by means of this Post-Effective Amendment any Shares that remain unsold under the
Registration Statement as of the date hereof.
Talbots is terminating the Registration Statement and deregistering any
remaining Shares registered but unsold under the Registration Statement in accordance with an undertaking made by Talbots in Part II of the Registration Statement to remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Village of Rye Brook, State of New York, on August 3, 2012.
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THE TALBOTS, INC.
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By:
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/s/ R
ICHARD
T. OC
ONNELL
,
J
R
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Name:
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Richard T. OConnell, Jr.
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Title:
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Executive Vice President
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment
No. 1 to the Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ S
TEFAN
K
ALUZNY
Stefan Kaluzny
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Chairman of the Board of Directors
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August 3, 2012
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/s/ P
ETER
M
ORROW
Peter Morrow
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Director
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August 3, 2012
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*
Michael Scarpa
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Chief Operating Officer, Chief Financial Officer and Treasurer (Principal Financial and Accounting
Officer)
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August 3, 2012
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*
Trudy F. Sullivan
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President and Chief Executive Officer
(Principal Executive Officer)
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August 3, 2012
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* By:
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/s/ R
ICHARD
T. OC
ONNELL
,
J
R
.
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Richard T. OConnell, Jr.
Attorney-in-Fact
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