As filed with the Securities and Exchange Commission on October 11, 2007
Registration No. 33-89170
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
GSI COMMERCE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 04-2958132 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
935 First Avenue, King of Prussia, PA | 19406 | |
(Address of Principal Executive Offices) | (Zip Code) |
Ryka Inc. 1992 Stock Option Plan
(Full title of the plan)
Arthur H. Miller
Executive Vice President and General Counsel
GSI Commerce, Inc.
935 First Avenue
King of Prussia, PA 19406
(Name and address of agent for service)
(610) 491-7000
(Telephone number, including area code, of agent for service)
Copies to:
Francis E. Dehel, Esq.
Melissa Palat Murawsky, Esq.
Blank Rome LLP
One Logan Square
Philadelphia, PA 19103
(215) 569-5500
DEREGISTRATION OF SECURITIES
GSI Commerce, Inc. (formerly known as Global Sports, Inc. and Ryka Inc.)(the “Registrant”) is filing this Post-Effective Amendment No. 1 to deregister under this registration statement certain shares of the Registrant’s common stock, par value $.01 per share (the “Common Stock”), originally registered for issuance under the Ryka Inc. 1992 Stock Option Plan (the “Plan”) pursuant to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on February 6, 1995 (Registration No. 33-89170) (the “Registration Statement”). Pursuant to the Registration Statement, a total of 25,000 shares of Common Stock were originally registered for issuance under the Plan.
The Plan has either expired in accordance with its terms or has been terminated. Pursuant to an undertaking made by the Registrant in the Registration Statement, the Registrant hereby removes from registration the shares of Common Stock that had not been issued upon expiration or termination of the Plan.
Item 8. | Exhibits |
The following exhibit is filed as part of this registration statement.
Exhibit No. | Description | |
24.1 | Power of Attorney |
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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in King of Prussia, Pennsylvania, on the date indicated.
GSI COMMERCE, INC. | ||||
Date October 11, 2007 | ||||
* | ||||
Michael G. Rubin, | ||||
Chairman of the Board, President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature | Title(s) | Date | ||
* | Chairman of the Board, President and | October 11, 2007 | ||
Michael G. Rubin | Chief Executive Officer (principal executive officer) | |||
* | Executive Vice President, Finance and | October 11, 2007 | ||
Michael R. Conn | Chief Financial Officer (principal financial officer and principal accounting officer) | |||
* | Director | October 11, 2007 | ||
M. Jeffrey Branman | ||||
* | Director | October 11, 2007 | ||
Michael J. Donahue | ||||
* | Director | October 11, 2007 | ||
Ronald D. Fisher | ||||
* | Director | October 11, 2007 | ||
John A. Hunter |
Signature | Title(s) | Date | ||
* | Director | October 11, 2007 | ||
Mark S. Menell | ||||
* | Director | October 11, 2007 | ||
Jeffrey F. Rayport | ||||
* | Director | October 11, 2007 | ||
Andrea M. Weiss |
*By: | /s/ Michael R. Conn | |
Michael R. Conn Attorney–in–Fact |
EXHIBIT INDEX
Exhibit No. | Description | |
24.1 | Power of Attorney |