As filed with the Securities and Exchange Commission on June 26, 2024
Registration No. 333-121830
Registration No. 333-161971
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-121830
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-161971
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DOMINO’S PIZZA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 38-2511577 | |
| (State or other jurisdiction of incorporation or organization) | (IRS employer identification number) |
30 Frank Lloyd Wright Drive
Ann Arbor, Michigan 48105
(Address of principal executive offices)
Domino’s Pizza 401(k) Savings Plan
(Full title of the Plans)
Russell J. Weiner
30 Frank Lloyd Wright Drive
Ann Arbor, Michigan 48105
(734) 930-3030
(Name, address and telephone number of Agent for Service)
With copies to:
| Craig E. Marcus, Esq. | Kevin S. Morris, Esq. | |
| Ropes & Gray LLP | Domino’s Pizza, Inc. | |
| Prudential Tower, 800 Boylston Street | Executive Vice President, General Counsel & Corporate Secretary | |
| Boston, Massachusetts 02199 | 30 Frank Lloyd Wright Drive | |
| (617) 951-7000 | Ann Arbor, Michigan 48105 | |
| (734) 930-3030 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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. ☐
EXPLANATORY NOTE
DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments (the “Post-Effective Amendments”) filed by Domino’s Pizza, Inc., a Delaware corporation (the “Registrant”), deregister all shares of the Registrant’s common stock, $0.01 par value per share (the “Shares”), remaining unissued under the following Registration Statements on Form S-8 (each a “Registration Statement” and, collectively, the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”).
| • | Registration Statement on Form S-8 (No. 333-121830) filed with the Commission on January 4, 2005, pertaining to the registration of 1,000,000 Shares issuable under the Registrant’s 401(k) Savings Plan. |
| • | Registration Statement on Form S-8 (No. 333-161971) filed with the Commission on September 17, 2009, pertaining to the registration of 2,000,000 Shares issuable under the Registrant’s 401(k) Savings Plan. |
The offerings pursuant to these Registration Statements have terminated and the purpose of these Post-Effective Amendments is to deregister all remaining securities available for issuance under the Registration Statements. In accordance with undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all Shares registered under the Registration Statements but not sold under the Registration Statements. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such Shares.
SIGNATURE
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 be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ann Arbor, State of Michigan on June 26, 2024.
DOMINO’S PIZZA, INC. | ||
By: | /s/ Russell J. Weiner | |
Name: Russell J. Weiner | ||
Title: Chief Executive Officer and Director | ||
No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance on Rule 478 under the Securities Act of 1933, as amended.
