As filed with the Securities and Exchange Commission on May 11, 2012
Registration Statement No. 333-172878
Registration Statement No. 333-165487
Registration Statement No. 333-158299
Registration Statement No. 333-149940
Registration Statement No. 333-145537
Registration Statement No. 333-104136
Registration Statement No. 333-63638
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-172878
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-165487
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-158299
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-149940
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-145537
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-104136
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-63638
Under
The Securities Act of 1933
THE PRINCETON REVIEW, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 22-3727603 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
111 Speen Street
Framingham, Massachusetts 01701
(508) 663-5050
(Address of principal executive offices)
The Princeton Review, Inc. Stock Option Grant and Agreement with Christian Kasper
The Princeton Review, Inc. Stock Option Grant and Agreement with Scott Kirkpatrick
The Princeton Review, Inc. Restricted Stock Unit Agreement with Scott Kirkpatrick
The Princeton Review, Inc. Stock Option Grant and Agreement with Michael J. Perik
The Princeton Review, Inc. Stock Option Grant and Agreement with Stephen Richards
The Princeton Review, Inc. 2000 Stock Incentive Plan, as amended
(Full titles of the plans)
John M. Connolly
President and Chief Executive Officer
The Princeton Review, Inc.
111 Speen Street
Framingham, Massachusetts 01701
(508) 663-5050
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
Kyle A. Bettigole The Princeton Review, Inc. 111 Speen Street Framingham, Massachusetts 01701 (508) 663-5050 | John M. Mutkoski, Esq. Goodwin Procter LLP Exchange Place 53 State Street Boston, Massachusetts 02109 (617) 570-1000 |
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x | |||
DEREGISTRATION OF SECURITIES
These post-effective amendments relate to the following Registration Statements of The Princeton Review, Inc. (“The Princeton Review”) on Form S-8 (collectively, the “Registration Statements”):
| • | Registration Statement No. 333-172878, registering (i) 1,150,000 shares of common stock, par value $0.01 per share, of The Princeton Review (the “Common Stock”) granted under The Princeton Review, Inc. Stock Option Grant and Agreement with Christian Kasper, (ii) 300,000 shares of Common Stock granted under The Princeton Review, Inc. Stock Option Grant and Agreement with Scott Kirkpatrick, (iii) 137,500 shares of Common Stock granted under The Princeton Review, Inc. Restricted Stock Unit Agreement with Scott Kirkpatrick and (iv) 750,000 shares of Common Stock issuable under The Princeton Review, Inc. 2000 Stock Incentive Plan (the “2000 Plan”); |
| • | Registration Statement No. 333-165487, registering 750,000 shares of Common Stock issuable under the 2000 Plan; |
| • | Registration Statement No. 333-158299, registering 750,000 shares of Common Stock issuable under the 2000 Plan; |
| • | Registration Statement No. 333-149940, registering (i) 1,700,000 shares of Common Stock granted under The Princeton Review, Inc. Stock Option Grant and Agreement with Michael J. Perik, (ii) 750,000 shares of Common Stock granted under The Princeton Review, Inc. Stock Option Grant and Agreement with Stephen Richards and (ii) 636,620 shares of Common Stock issuable under the 2000 Plan; |
| • | Registration Statement No. 333-145537, registering 1,550,468 shares of Common Stock issuable under the 2000 Plan; |
| • | Registration Statement No. 333-104136, registering 1,000,000 shares of Common Stock issuable under the 2000 Plan; and |
| • | Registration Statement No. 333-63638, registering 2,676,433 shares of Common Stock issuable under the 2000 Plan. |
Such post-effective amendments are being filed to deregister and remove all of the previously registered securities that remain unissued and unsold under the Registration Statements 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 Town of Framingham, Commonwealth of Massachusetts, on May 11, 2012.
| THE PRINCETON REVIEW, INC. | ||
By: | /s/ John M. Connolly | |
| John M. Connolly | ||
| President and Chief Executive officer | ||
| (Duly Authorized Officer and Principal Executive Officer) | ||
By: | /s/ Christian G. Kasper | |
| ||
| Christian G. Kasper | ||
| Chief Financial Officer | ||
| (Duly Authorized Officer and Principal Financial Officer) | ||
Pursuant to the requirements of the Securities Act, these Post-Effective Amendments have been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/s/ John M. Connolly | President and Chief Executive Officer | May 11, 2012 | ||
| John M. Connolly | (principal executive officer) | |||
| /s/ Christian G. Kasper | Chief Financial Officer | May 11, 2012 | ||
| Christian G. Kasper | (principal financial officer and principal accounting officer) | |||
| /s/ David Lowenstein | Chairman of the Board of Directors | May 11, 2012 | ||
| David Lowenstein | ||||
| /s/ Jeffrey R. Crisan | Director | May 11, 2012 | ||
| Jeffrey R. Crisan | ||||
| /s/ Michael A. Krupka | Director | May 11, 2012 | ||
| Michael A. Krupka | ||||
| /s/ John S. Schnabel | Director | May 11, 2012 | ||
| John S. Schnabel | ||||
| /s/ David Warnock | Director | May 11, 2012 | ||
| David Warnock | ||||
| /s/ Linda Whitlock | Director | May 11, 2012 | ||
| Linda Whitlock | ||||