As filed with the Securities and Exchange Commission on December 15, 2020
Registration No. 333-176246
Registration No. 333-187615
Registration No. 333-204454
Registration No. 333-204456
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-176246
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-187615
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-204454
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-204456
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DUNKIN’ BRANDS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware | 20-4145825 | |
(State or other jurisdiction of incorporation or organization) | (IRS employer identification number) |
130 Royall Street
Canton, Massachusetts 02021
(Address of principal executive offices)
2006 Amended and Restated Executive Incentive Plan
2011 Omnibus Long-Term Incentive Plan
Dunkin’ Brands, Inc. 401(k) Retirement Plan
Dunkin’ Brands Group, Inc. 2015 Omnibus Long-Term Incentive Plan
Dunkin’ Brands Group, Inc. Employee Stock Purchase Plan
(Full title of the Plans)
David Hoffmann
David Mann
130 Royall Street
Canton, Massachusetts 02021
(Name, address and telephone number of Agent for Service)
With copies to:
Craig E. Marcus, Esq.
Ropes & Gray LLP
Prudential Tower, 800 Boylston Street
Boston, Massachusetts 02199
(617) 951-7000
(617) 951-7050 (facsimile)
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 Dunkin’ Brands Group, Inc., a Delaware corporation (the “Registrant”), deregister all shares of the Registrant’s common stock, $0.001 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. 333-176246) pertaining to the registration of 5,644,370 Shares, issuable under the Registrant’s 2006 Amended and Restated Executive Incentive Plan. |
• | Registration Statement on Form S-8 (No. 333-176246) pertaining to the registration of 7,000,000 Shares, issuable under the Registrant’s 2011 Omnibus Long-Term Incentive Plan. |
• | Registration Statement on Form S-8 (No. 333-187615) pertaining to the registration of 150,000 Shares, issuable under the Dunkin’ Brands, Inc. 401(k) Retirement Plan. |
• | Registration Statement on Form S-8 (No. 333-204454) pertaining to the registration of 6,200,000 Shares, issuable under the Registrant’s 2015 Omnibus Long-Term Incentive Plan. |
• | Registration Statement on Form S-8 (No. 333-204456) pertaining to the registration of 500,000 Shares, issuable under the Registrant’s Employee Stock Purchase Plan. |
Registrant is filing these Post-Effective Amendments to withdraw and remove any unissued and unsold securities issuable by Registration pursuant to the above-referenced Registration Statements.
Effective as of December 15, 2020, as contemplated by the Agreement and Plan of Merger, among Inspire Brands, Inc. (“Parent”), Vale Merger Sub, Inc. (“Merger Sub”), and the Registrant, dated as of October 30, 2020 (the “Merger Agreement”), Merger Sub merged with and into the Registrant, with the Registrant surviving as a wholly-owned indirect subsidiary of Parent (such transaction, the “Merger”). At the effective time of the Merger, each outstanding Share (other than (1) Shares irrevocably accepted for purchase by Merger Sub in the offer contemplated by the Merger Agreement, (2) Shares owned by Parent, Merger Sub or the Registrant or any direct or indirect wholly-owned subsidiary of Parent or the Registrant, including all Shares held by the Registrant as treasury stock, or (3) Shares that are held by any stockholder who is entitled to demand and properly demands appraisal pursuant to, and who complies in all respects with the provisions of, Section 262 of the Delaware General Corporation Law with respect to such Shares), was converted into the right to receive an amount in cash equal to $106.50, without interest, subject to any withholding taxes required by applicable law.
In connection with the closing of the Merger, the offerings pursuant to the Registration Statements have been terminated. 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.
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 Canton, Commonwealth of Massachusetts on December 15, 2020.
DUNKIN’ BRANDS GROUP, INC. | ||
By: | /s/ David Hoffmann | |
Name: David Hoffmann | ||
Title: Authorized Officer |
No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.