As filed with the Securities and Exchange Commission on October 9, 2020
Registration No. 333-233275
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
Centric Brands Inc.
(Exact name of registrant as specified in its charter)
Delaware | 11-2928178 |
(State or Other Jurisdiction of | (I.R.S. Employer Identification No.) |
Incorporation or Organization) | |
| |
350 5th Avenue, 6th Floor | 10118 |
New York, NY | (Zip Code) |
(Address of Principal Executive Offices) | |
CENTRIC BRANDS INC. 2016 STOCK INCENTIVE COMPENSATION PLAN
(Full title of the plan)
Centric Brands Inc.
Jason Rabin
Chief Executive Officer
350 5th Avenue, 6th Floor
New York, NY 10118
(Name and address of agent for service)
(646) 582-6000
(Telephone Number, including area code, of agent for service)
Copy to:
Nazim Zilkha
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
Tel: (212) 698-3500
Fax: (212) 698-3599
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large Accelerated filer ◻ | Accelerated filer ◻ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| | Emerging growth company ◻ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ◻
EXPLANATORY NOTE
Centric Brands Inc. (the “Company”) is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to deregister certain securities originally registered by the Company pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 14, 2019, File No. 333-233275 (the “Registration Statement”), with respect to shares of the Company’s common stock, par value $0.10 per share.
On September 21, 2020, the United States Bankruptcy Court for the Southern District of New York approved that certain Plan of Reorganization for the Company and certain of its subsidiaries (the “Plan”). Pursuant to the Plan, the Company will emerge from bankruptcy as a privately held company with a limited number of equity holders, and desires to terminate and deregister any securities registered under its existing registration statements under the Securities Act of 1933, as amended.
Accordingly, the Company has terminated all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including this Registration Statement. In accordance with undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement that remain unsold at the termination of the offerings, the Company hereby removes from registration all securities registered but unsold under the Registration Statement, if any.
As no securities are being registered herein, the sole purpose of this filing being to terminate and deregister, the disclosure requirements for exhibits under Regulation S-K Item 601 are inapplicable to this filing.
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 an amendment on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, on October 9, 2020.
| Centric Brands Inc. | |
| | |
| By: | /s/ Jason Rabin |
| Name: | Jason Rabin |
| Title: | Director and Chief Executive Officer |
| | |
| By: | /s/ Anurup Pruthi |
| Name: | Anurup Pruthi |
| Title: | Chief Financial Officer |
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment has been signed by the following persons in the capacities and on the date indicated.
Signature |
| Title |
| Date |
| | | | |
/s/ William Sweedler | | Chairman of the Board and Director | | October 9, 2020 |
William Sweedler | | | | |
| | | | |
/s/ Matthew Eby | | Director | | October 9, 2020 |
Matthew Eby | | | | |
| | | | |
/s/ Walter McLallen | | Director | | October 9, 2020 |
Walter McLallen | | | | |
/s/ Kent Savage | | Director | | October 9, 2020 |
Kent Savage | | | | |
| | | | |
/s/ Glenn Krevlin | | Director | | October 9, 2020 |
Glenn Krevlin | | | | |
| | | | |
/s/ Marjorie Bowen | | Director | | October 9, 2020 |
Marjorie Bowen | | | | |
/s/ Sherman K. Edmiston III | | Director | | October 9, 2020 |
Sherman K. Edmiston III | | | | |
| | | | |
/s/ Patrick J. Bartels | | Director | | October 9, 2020 |
Patrick J. Bartels | | | | |
[Signature Page to Post-Effective Amendment to S-8]
