As filed with the Securities and Exchange Commission on January 24, 2025
Registration No. 333-192067
Registration No. 333-193255
Registration No. 333-226522
Registration No. 333-274269
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-192067
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-193255
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-226522
POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-274269
Under
The Securities Act of 1933
THE CONTAINER STORE GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 26-0565401 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | |
500 Freeport Parkway Coppell, Texas | | 75019 |
| (Address of Principal Executive Offices) | | (Zip Code) |
The Container Store Group, Inc. 2013 Incentive Award Plan
The Container Store Group, Inc. 2012 Stock Option Plan
The Container Store Group, Inc. Amended and Restated 2013 Incentive Award Plan
The Container Store Group, Inc. 2023 Incentive Award Plan
(Full title of the plan)
Satish Malhotra
Chief Executive Officer and President
The Container Store, Inc.
500 Freeport Parkway
Coppell, Texas 75019
(972) 538-6000
(Name, address and telephone number, including area code, of agent for service)
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 the 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 | x |
| Non-accelerated filer | ¨ | Smaller reporting company | x |
| | | 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 UNSOLD SECURITIES
The Container Store Group, Inc., a Delaware corporation (the “Registrant”), is filing these Post-Effective Amendments (these “Post-Effective Amendments”) to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”), which have been previously filed by the Registrant with the Securities and Exchange Commission (the “Commission”), to deregister any and all securities registered but unsold or otherwise unissued as of the date hereof under:
| · | Registration Statement No. 333-192067, filed with the Commission on November 4, 2013, registering the offer and sale of 3,616,570 shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”), under The Container Store Group, Inc. 2013 Incentive Award Plan; |
| · | Registration Statement No. 333-193255, filed with the Commission on January 10, 2014, registering the offer and sale of 240,435 shares of Common Stock under The Container Store Group, Inc. 2012 Stock Option Plan; |
| · | Registration Statement No. 333-226522, filed with the Commission on August 2, 2018, registering the offer and sale of 7,500,000 shares of Common Stock under The Container Store Group, Inc. Amended and Restated 2013 Incentive Award Plan; and |
| · | Registration Statement No. 333-274269, filed with the Commission on August 30, 2023, registering the offer and sale of 4,478,751 shares of Common Stock under The Container Store Group, Inc. 2023 Incentive Award Plan. |
On December 22, 2024, the Registrant and certain of its domestic subsidiaries commenced voluntary cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division, providing for a court-administered reorganization pursuant to a prepackaged joint plan of reorganization.
In connection with the Chapter 11 Cases, the Registrant has terminated all offerings pursuant to the Registration Statements. In accordance with the undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that have been registered for issuance and remain unsold at the termination of the offering, the Registrant hereby removes from registration all securities registered under the Registration Statements that remain unsold or unissued as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates the effectiveness of the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Coppell, State of Texas on January 24, 2025.
| | The Container Store Group, Inc. |
| | |
| | By: | /s/ Jeffrey A. Miller |
| | | Name: Jeffrey A. Miller |
| | | Title: Chief Financial Officer |
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of The Container Store Group, Inc., hereby severally constitute and appoint Satish Malhotra and Jeffrey A. Miller, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for them and in their name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below any and all amendments (including post-effective amendments) to these Registration Statements, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments have been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date |
| | | |
| /s/ Satish Malhotra | | |
| Satish Malhotra | President and Chief Executive Officer, Director | January 24, 2025 |
| | (principal executive officer) | |
| /s/ Jeffrey A. Miller | | |
| Jeffrey A. Miller | Chief Financial Officer | January 24, 2025 |
| | (principal financial officer) | |
| /s/ Kristin Schwertner | | |
| Kristin Schwertner | Chief Accounting Officer | January 24, 2025 |
| | (principal accounting officer) | |
| /s/ Lisa Klinger | | |
| Lisa Klinger | Chair of the Board | January 24, 2025 |
| | | |
| /s/ J. Kristofer Galashan | | |
| J. Kristofer Galashan | Director | January 24, 2025 |
| | | |
| /s/ Anthony Laday | | |
| Anthony Laday | Director | January 24, 2025 |
| | | |
| /s/ Nicole Otto | | |
| Nicole Otto | Director | January 24, 2025 |
| | | |
| /s/ Caryl Stern | | |
| Caryl Stern | Director | January 24, 2025 |
| | | |
| /s/ Karen Stuckey | | |
| Karen Stuckey | Director | January 24, 2025 |
| | | |
| /s/ Wendy Sturgis | | |
| Wendy Sturgis | Director | January 24, 2025 |
| | | |
| /s/ Charles Tyson | | |
| Charles Tyson | Director | January 24, 2025 |
