As filed with the Securities and Exchange Commission on August 25, 2023
Registration No. 33-64013
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TARGET CORPORATION
(Exact name of registrant as specified in its charter)
| Minnesota | | 41-0215170 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| 1000 Nicollet Mall | | |
| Minneapolis, Minnesota | | 55403 |
| (Address of Principal Executive Offices) | | (Zip Code) |
DAYTON HUDSON CORPORATION DIRECTOR STOCK OPTION PLAN OF 1995
(Full title of the plan)
Michael J. Fiddelke
Executive Vice President and
Chief Financial Officer
Target Corporation
1000 Nicollet Mall
Minneapolis, Minnesota 55403
(Name and address of agent for service)
(612) 304-6073
(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 x | | 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. ¨
TARGET CORPORATION
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
Target Corporation (the “Company”) is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to deregister certain securities originally registered by the Company pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 6, 1995 (Registration No. 33-64013) (the “Prior Registration Statement”) with respect to shares of the Company’s common stock, with a post-stock split par value of $0.0833 per share (the “Common Stock”), thereby registered for offer or sale pursuant to the Dayton Hudson Corporation Director Stock Option Plan of 1995 (the “Plan”). The Prior Registration Statement registered a total of 100,000 shares of Common Stock, which amount has been adjusted for stock splits occurring since the filing of the Prior Registration Statement.
Pursuant to the undertakings contained in the Prior Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered that remain unissued at the termination of the offering, the Company is filing this post-effective amendment to the Prior Registration Statement to deregister, and does hereby remove from registration, all shares of Common Stock that had been registered under the Prior Registration Statement that remain unissued as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company 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 this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on August 25, 2023.
| | TARGET CORPORATION |
| | | |
| | By: | /s/ Michael J. Fiddelke |
| | | Michael J. Fiddelke |
| | | Executive Vice President and Chief Financial Officer |
No other person is required to sign this Post-Effective Amendment No. 1 to Form S-8 Registration Statement on behalf of the Company in reliance on Rule 478 under the Securities Act of 1933, as amended.
