As filed with the Securities and Exchange Commission on September 4, 2014
Registration No. 33-83252
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
R. G. Barry Corporation
(Exact name of registrant as specified in its charter)
| Ohio | 31-4362899 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 13405 Yarmouth Road N.W., Pickerington, Ohio | 43147 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
R. G. Barry Corporation 1994 Stock Option Plan
(Full title of the plan)
R. G. Barry Corporation
13405 Yarmouth Road N.W.
Pickerington, Ohio 43147
Attn: Jose Ibarra
Tel. No.: (614) 864-6400
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Roger E. Lautzenhiser, Esq.
Vorys, Sater, Seymour and Pease LLP
301 East Fourth Street, Suite 3500
Cincinnati, Ohio 45202
(513) 723-4091
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment relates to the following Registration Statement (the “Registration Statement”) of R. G. Barry Corporation (“R. G. Barry”):
| • | Registration Statement filed with the Securities and Exchange Commission on August 24, 1994 on Form S-8 (Registration No. 33-83252 ) pertaining to the registration of 266,666 common shares, par value $1.00 per share, of R. G. Barry (the “Shares”), issuable under the R. G. Barry Corporation 1994 Stock Option Plan. |
R. G. Barry entered into an Agreement and Plan of Merger, dated May 1, 2014 (the “Merger Agreement”), with MRGB Hold Co. and MRVK Merger Co. (a wholly-owned subsidiary of MRGB Hold Co.), which contemplated, among other things, the merger of MRVK Merger Co. with and into R. G. Barry, with R. G. Barry surviving as a wholly owned subsidiary of MRGB Hold Co. (the “Merger”). The Merger was consummated on September 3, 2014.
As a result of the consummation of the Merger, R. G. Barry has terminated all offerings of its Shares pursuant to its existing registration statements, including the Registration Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement 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, R. G. Barry is filing this Post-Effective Amendment to the Registration Statement to deregister all of the Shares registered under the Registration Statement that remained unissued as of the effective time of the Merger.
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 on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pickerington, State of Ohio, on September 4, 2014.
| R. G. BARRY CORPORATION | ||
| By: | /s/ Jose Ibarra | |
| Jose Ibarra | ||
| Senior Vice President and Chief Financial Officer | ||
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act.
