As filed with the Securities and Exchange Commission on February 7, 2013
Registration No. 333-116563
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SAKS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
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| Tennessee | | 62-0331040 |
(State or Other Jurisdiction of Incorporation) | | (I.R.S. Employer Identification No.) |
12 East 49th Street
New York, New York 10017
(Address and Zip Code of Principal Executive Offices)
Saks Incorporated 2004 Long-Term Incentive Plan
(Full title of the Plan)
Michael A. Brizel
Executive Vice President and General Counsel
Saks Incorporated
12 East 49th Street
New York, New York 10017
(212) 940-5305
(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, 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):
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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
Saks Incorporated (the “Registrant”) has filed this Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) to deregister certain securities issuable under the Saks Incorporated 2004 Long-Term Incentive Plan (the “2004 Plan”), which were originally registered by the Registrant on a registration statement on Form S-8 (File No. 333-116563) filed with the Securities and Exchange Commission (the “Commission”) and becoming effective on June 17, 2004 (the “Prior Registration Statement”).
On June 3, 2009, the Registrant’s shareholders approved the Saks Incorporated 2009 Long-Term Incentive Plan (the “2009 Plan”) at the Registrant’s annual meeting of shareholders. The 2009 Plan provides, among other things, that any shares of the Registrant’s Common Stock, par value $0.10 per share (the “Common Stock”) subject to outstanding awards under the 2004 Plan that expire, or are terminated unexercised, become unexercisable, or are forfeited or otherwise terminated, surrendered or cancelled as to any shares, or if any shares are not delivered because an award under the 2009 Plan or, after March 31, 2009 under the 2004 Plan, are settled in cash or otherwise are available for issuance under the 2009 Plan.
As of the date of this Post-Effective Amendment, the total number of shares of Common Stock subject to awards that have expired, were forfeited or became unexercisable under the 2004 Plan and not yet registered under the 2009 Plan, is 600,000 (the “Newly Available 2004 Plan Shares”). These Newly Available 2004 Plan Shares are no longer available for new awards under the 2004 Plan and will not be issued under the 2004 Plan.
The Registrant is concurrently filing a separate Registration Statement on Form S-8 to register the Newly Available 2004 Plan Shares. This Post-Effective Amendment is hereby filed to reflect that, following the date hereof, the Newly Available 2004 Plan Shares may not be issued under the 2004 Plan and to deregister the Newly Available 2004 Plan Shares under the Prior Registration Statement.
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 No. 1 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 7th day of February, 2013.
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| SAKS INCORPORATED |
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| By: | | /s/ Kevin G. Wills |
| Name: | | Kevin G. Wills |
| Title: | | Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in their respective capacities, on the date indicated below.
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Signature | | Title | | Date |
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/s/ Stephen I. Sadove Stephen I. Sadove | | Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | | February 7, 2013 |
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/s/ Kevin G. Wills Kevin G. Wills | | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | February 7, 2013 |
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/s/ Donald E. Hess Donald E. Hess | | Lead Director | | February 7, 2013 |
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/s/ Fabiola Arredondo Fabiola Arredondo | | Director | | February 7, 2013 |
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/s/ Robert B. Carter Robert B. Carter | | Director | | February 7, 2013 |
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/s/ Michael S. Gross Michael S. Gross | | Director | | February 7, 2013 |
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/s/ Marguerite W. Kondracke Marguerite W. Kondracke | | Director | | February 7, 2013 |
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/s/ Jerry W. Levin Jerry W. Levin | | Director | | February 7, 2013 |
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/s/ Nora P. McAniff Nora P. McAniff | | Director | | February 7, 2013 |
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/s/ Jack L. Stahl Jack L. Stahl | | Director | | February 7, 2013 |
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/s/ Myron E. Ullman III Myron E. Ullman III | | Director | | February 7, 2013 |
