As filed with the Securities and Exchange Commission on June 26, 2015
Registration No. 333-169349
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
BOB EVANS FARMS, INC.
(Exact name of registrant as specified in its charter)
| | |
| Delaware | | 31-4421866 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
| 8111 Smith’s Mill Road, New Albany, Ohio | | 43054 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Bob Evans Farms, Inc. and Affiliates Fourth Amended and Restated Executive Deferral Program
Bob Evans Farms, Inc. 2010 Director Deferral Program
(Full title of the plans)
Kevin C. O’Neil
Vice President, Assoc. General Counsel
and Asst. Corporate Secretary
Bob Evans Farms, Inc.
8111 Smith’s Mill Road
New Albany, Ohio
(Name and address of agent for service)
(614) 491-2225
(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, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | | x | | Accelerated filer | | ¨ |
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| Non-accelerated filer | | ¨ (Do not check if a smaller reporting company) | | Smaller reporting company | | ¨ |
EXPLANATORY NOTE
Bob Evans Farms, Inc., a Delaware corporation (the “Registrant”) is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to deregister shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), originally registered pursuant to its Registration Statement (File No. 333-169349) filed with the Securities and Exchange Commission (the “Commission”) on September 13, 2010 (the “Prior Registrant Statement”) for offer or sale pursuant to the Registrant’s Executive Deferral Program and its Director Deferral Program (the “Plans”). Pursuant to the Prior Registration Statement, the Registrant registered 100,000 shares of Common Stock for issuance under the Plans.
As of June 12, 2015 there were 5,000 shares previously registered for issuance and not subject to outstanding vested restricted stock unit awards (the “Carryover Shares”). The Carryover Shares are hereby deregistered under the Prior Registration Statement.
Contemporaneously with the filing of this Post-Effect Amendment No. 1 to Form S-8 Registration Statement, the Registrant is filing a new Registration Statement on Form S-8 (the “New Registration Statement”) to register 290,000 “New Shares” and to transfer the 5,000 Carryover Shares so they are all available for issuance under the Plans. The registration fee paid for the 5,000 Carryover Shares under the Prior Registration Statement is carried over to the New Registration Statement.
The Registrant may, from time to time, file additional post-effective amendments to the Prior Registration Statement to deregister additional shares that are currently subject to outstanding awards under the Plans but that subsequently become available for new awards under the Plans, and may register such additional shares pursuant to subsequent registration statements.
[Signature page to immediately follow.]
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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 onForm S-8 and has duly caused this Post-Effective Amendment to this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Albany, State of Ohio, on June 26, 2015.
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| BOB EVANS FARMS, INC. |
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| By: | | /s/ Kevin C. O’Neil |
| | Kevin C. O’Neil |
| | Vice President, Assoc. General Counsel and |
| | Asst. Corporate Secretary |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 26, 2015.
| | | | |
Signature | | | | Title |
| | |
/s/ Mark E. Hood | | | | Member, Office of the Chief Executive |
| Mark E. Hood | | | | (Principal Executive Officer) |
| | |
/s/ J. Michael Townsley | | | | Member, Office of the Chief Executive |
| J. Michael Townsley | | | | (Principal Executive Officer) |
| | |
/s/ Mark E. Hood | | | | Chief Financial Officer |
| Mark E. Hood | | | | (Principal Financial Officer) |
| | |
| | | | Senior Vice President, Chief Accounting Officer and Controller |
/s/ Sylvester J. Johnson | | | | (Principal Accounting Officer) |
| Sylvester J. Johnson | | | | |
| | | | |
| Douglas N. Benham | | } | | |
| Charles M. Elson | | } | | |
| Michael J. Gasser | | } | | |
| Mary Kay Haben | | } | | Directors* |
| David W. Head | | } | | |
| Kathleen S. Lane | | } | | |
| Eileen A. Mallesch | | } | | |
| Larry S. McWilliams | | } | | |
| Kevin M. Sheehan | | } | | |
| Michael F. Weinstein | | } | | |
| Paul S. Williams | | } | | |
| * | The above-named directors of the Registrant sign this Registration Statement by Kevin C. O’Neil, their attorney-in-fact, pursuant to the Power of Attorney signed by the above-named directors, which Power of Attorney is filed as Exhibit 24 to this Registration Statement. |
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| By: | | /s/ Kevin C. O’Neil |
| | Kevin C. O’Neil, Attorney-in-Fact |
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