As filed with the Securities and Exchange Commission on March 29, 2017
RegistrationNo. 033-63359
RegistrationNo. 333-64977
RegistrationNo. 333-66419
RegistrationNo. 333-73188
RegistrationNo. 333-101282
RegistrationNo. 333-139670
RegistrationNo. 333-171043
RegistrationNo. 333-192662
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO FORMS-8
REGISTRATION STATEMENT NO.033-63359
POST EFFECTIVE AMENDMENT NO. 1 TO FORMS-8
REGISTRATION STATEMENT NO.333-64977
POST EFFECTIVE AMENDMENT NO. 1 TO FORMS-8
REGISTRATION STATEMENT NO.333-66419
POST EFFECTIVE AMENDMENT NO. 1 TO FORMS-8
REGISTRATION STATEMENT NO.333-73188
POST EFFECTIVE AMENDMENT NO. 1 TO FORMS-8
REGISTRATION STATEMENT NO.333-101282
POST EFFECTIVE AMENDMENT NO. 1 TO FORMS-8
REGISTRATION STATEMENT NO.333-139670
POST EFFECTIVE AMENDMENT NO. 1 TO FORMS-8
REGISTRATION STATEMENT NO.333-171043
POST EFFECTIVE AMENDMENT NO. 1 TO FORMS-8
REGISTRATION STATEMENT NO.333-192662
UNDER
THE SECURITIES ACT OF 1933
G&K Services, LLC
(Exact name of registrant as specified in its charter)
| Minnesota | 41-0449530 | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |
5995 Opus Parkway, Minnetonka, MN | 55343 | |
| (Address of principal executive offices) | (Zip Code) | |
1989 Stock Option and Compensation Plan
1996 Director Stock Option Plan
1998 Stock Option and Compensation Plan
2006 Equity Incentive Plan
G&K Services, Inc. Restated Equity Incentive Plan (2010)
G&K Services, Inc. Restated Equity Incentive Plan (2013)
(Full title of the Plans)
J. Michael Hansen
Vice President – Finance and Chief Financial Officer
6800 Cintas Boulevard
P.O. Box 625737
Cincinnati, Ohio 45262-5737
(513)459-1200
(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, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller Reporting Company | ☐ | |||
EXPLANATORY NOTE
These Post-Effective Amendments relate to the following Registration Statements (the “Registration Statements”) previously filed by G&K Services, LLC (as successor to G&K Services, Inc., the “Company”) with the Securities and Exchange Commission:
| 1. | Registration StatementNo. 033-63359 registering 900,000 shares of Class A Common Stock of the Company, $0.10 par value per share, issuable under the 1989 Stock Option and Compensation Plan. |
| 2. | Registration StatementNo. 333-64977 registering 50,000 shares of Common Stock of the Company, $0.50 par value per share, issuable under the 1996 Director Stock Option Plan. |
| 3. | Registration StatementNo. 333-66419 registering 1,500,000 shares of Common Stock of the Company, $0.50 par value per share, issuable under the 1998 Stock Option and Compensation Plan. |
| 4. | Registration StatementNo. 333-73188 registering 50,000 shares of Class A Common Stock of the Company, $0.50 par value per share, issuable under the 1996 Director Stock Option Plan. |
| 5. | Registration StatementNo. 333-101282 registering 1,500,000 shares of Class A Common Stock of the Company, $0.50 par value per share, issuable under the 1998 Stock Option and Compensation Plan. |
| 6. | Registration StatementNo. 333-139670 registering 2,000,000 shares of Class A Common Stock of the Company, $0.50 par value per share, issuable under the 2006 Equity Incentive Plan. |
| 7. | Registration StatementNo. 333-171043 registering 1,000,000 shares of Class A Common Stock of the Company, $0.50 par value per share, issuable under the G&K Services, Inc. Restated Equity Incentive Plan (2010). |
| 8. | Registration StatementNo. 333-192662 registering 1,000,000 shares of Class A Common Stock of the Company, $0.50 par value per share, issuable under the G&K Services, Inc. Restated Equity Incentive Plan (2013). |
On March 21, 2017, Cintas Corporation (“Parent”) completed its previously announced acquisition of G&K Services, Inc. (the “Corporation”). Pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 15, 2016, by and among Parent, the Corporation and Bravo Merger Sub, Inc. (“Merger Sub”), Merger Sub merged with and into the Corporation (the “Merger”), with the Corporation continuing as the surviving corporation (the “Surviving Corporation”) in the Merger and becoming a wholly owned subsidiary of Parent. Following the completion of the Merger, Parent converted the Surviving Corporation from a Minnesota corporation to the Company, a Minnesota limited liability company. In connection with the Merger, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statements.
Accordingly, pursuant to the undertakings contained in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities being registered which remain unsold at the termination of the offering, the Company is filing this post-effective amendment to the Registration Statements to deregister all of such securities of the Company registered but unsold as of the effective time of the Merger under the Registration Statements, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act, G&K Services, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minnetonka, state of Minnesota, on this 29th day of March, 2017.
| G&K SERVICES, LLC | ||||
| By: | /s/ J. Michael Hansen | |||
| Name: | J. Michael Hansen | |||
| Title: | Vice President – Finance and Chief Financial Officer | |||
Note: No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
