As filed with the Securities and Exchange Commission on June 18, 2008
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-45638)
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
RESTORATION HARDWARE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 68-0140361 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
15 Koch Road, Suite J
Corte Madera, California 94925
(415) 924-1005
(Address and Telephone Number, including Area Code, of Principal Executive Offices)
RESTORATION HARDWARE, INC.
1998 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Chris Newman
Chief Financial Officer
Restoration Hardware, Inc.
15 Koch Road, Suite J
Corte Madera, California 94925
(415) 924-1005
(Name, Address, and Telephone Number, including Area Code, of Agent for Service)
COPIES TO:
Steven Shoemate, Esq. Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166 (212) 351-5316 | Gavin B. Grover Morrison & Foerster LLP 425 Market Street San Francisco, CA 94105 (415) 268-7113 |
DEREGISTRATION OF SHARES
The Registration Statement on Form S-8 (Registration No. 333-45638) (the “Registration Statement”) of Restoration Hardware, Inc., a Delaware corporation (“Restoration Hardware”), pertaining to the registration of certain shares of common stock issuable under the Restoration Hardware, Inc. 1998 Stock Incentive Plan to which this Post-Effective Amendment No. 1 relates, was filed with the Securities Exchange Commission on September 12, 2000.
On June 17, 2008, pursuant to an Agreement and Plan of Merger dated as of November 8, 2007 (as amended by that certain First Amendment thereto dated as of January 24, 2008, the “Merger Agreement”), by and among Home Holdings, LLC, a Delaware limited liability company (“Parent”), Home Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Restoration Hardware, Merger Sub merged with and into Restoration Hardware (the “Merger”) with Restoration Hardware as the surviving corporation of the Merger. Pursuant to the Merger, each outstanding share of common stock of Restoration Hardware (other than dissenting shares or shares owned directly or indirectly by Parent or Merger Sub immediately prior to the Effective Time (as defined below) or held by Restoration Hardware, or any subsidiary of Restoration Hardware, immediately prior to the Effective Time) was converted into the right to receive $4.50 per share, to the holder thereof in cash. The Merger became effective upon filing of a Certificate of Merger with the Secretary of State of the State of Delaware on June 17, 2008 (the “Effective Time”).
As a result of the Merger, Restoration Hardware has terminated all offerings of securities pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by Restoration Hardware in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that remain unsold at the termination of the offering, Restoration Hardware hereby removes from registration all securities registered under the Registration Statement that remain unsold as of the Effective Time.
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 the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Corte Madera, in the State of California, on the 18th day of June, 2008.
RESTORATION HARDWARE, INC. | ||
By: | /S/ CHRIS NEWMAN | |
Chris Newman | ||
Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/S/ GARY G. FRIEDMAN Gary G. Friedman | President, Chief Executive (Principal Executive Officer) | June 18, 2008 | ||
/S/ CHRIS NEWMAN Chris Newman | Chief Financial Officer and (Principal Financial and | June 18, 2008 | ||
/S/ J. MICHAEL CHU J. Michael Chu | Director | June 18, 2008 | ||
/S/ SCOTT DAHNKE Scott Dahnke | Director | June 18, 2008 | ||
/S/ MARC MAGLIACANO Marc Magliacano | Director | June 18, 2008 | ||
/S/ BILL FORREST Bill Forrest | Director | June 18, 2008 |
/S/ CRAIG SAKIN Craig Sakin | Director | June 18, 2008 | ||
/S/ RICHARD BURKE Richard Burke | Director | June 18, 2008 | ||
Glenn J. Krevlin | Director | June , 2008 |