As filed with the Securities and Exchange Commission on June 30, 2008
Registration No. 333-104072
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
VALASSIS COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 38-2760940 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number.) |
19975 Victor Parkway
Livonia, Michigan 48152
(734) 591-3000
(Address of Principal Executive Offices, including Zip Code
and Telephone Number)
VALASSIS COMMUNICATIONS, INC. 2002 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
Todd L. Wiseley, Esq.
Valassis Communications, Inc.
19975 Victor Parkway
Livonia, Michigan 48152
(734) 591-3000
(Name, Address, including Zip Code, and Telephone Number,
including Area Code,
of Agent for Service)
Copies to:
Amy S. Leder, Esq.
McDermott Will & Emery LLP
340 Madison Avenue
New York, New York 10173
(212) 547-5400
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check One):
Large Accelerated Filer x Accelerated Filer ¨
Non-Accelerated Filer ¨ (Do not check if a smaller reporting company) Smaller Reporting Company ¨
EXPLANATORY NOTE
Valassis Communications, Inc., a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to deregister certain securities originally registered by the Registrant pursuant to its Registration Statement on Form S-8 (Commission File No. 333-104072 and referred to herein as the “Registration Statement”) filed with the United States Securities and Exchange Commission (the “Commission”) on March 27, 2003 with respect to shares of the Registrant’s common stock, par value $.01 per share (the “Common Stock”), to be offered and sold pursuant to the Valassis Communications, Inc. 2002 Long-Term Incentive Plan (the “Prior Plan”). A total of 3,500,000 shares of Common Stock were initially registered for issuance under the Prior Plan pursuant to the Registration Statement.
The Registrant has since adopted a new equity incentive plan, the Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan (the “2008 Plan”), which replaces the Prior Plan as of April 24, 2008, the date the Registrant’s stockholders approved the 2008 Plan. No future awards will be made under the Prior Plan. According to the terms of the 2008 Plan, the shares of Common Stock that were available for grant under the Prior Plan as of April 24, 2008 (the “Current Carried Forward Shares”) and any shares that otherwise would have been returned to the Prior Plan after April 24, 2008 on account of the cancellation, expiration, forfeiture, settlement in cash or other termination without delivery of awards granted thereunder are included in the reserve of shares available for issuance under the 2008 Plan. The total number of shares of Common Stock available for grant under the Prior Plan on April 24, 2008 was 8,718. The Current Carried Forward Shares are hereby deregistered. The Registration Statement otherwise remains in effect as to the shares of Common Stock remaining available for offer and sale pursuant thereto.
Contemporaneously with the filing of this Post-Effective Amendment No. 1 to Form S-8 Registration Statement, the Registrant is filing a Registration Statement on Form S-8 to register the shares of Common Stock available for offer or sale pursuant to the 2008 Plan (the “2008 Plan Registration Statement”), including the Current Carried Forward Shares.
In accordance with the principles set forth in Interpretation 89 under Section G of the Manual of Publicly Available Telephone Interpretations of the Division of Corporation Finance of the Securities and Exchange Commission (July 1997) and Instruction E to the General Instructions to Form S-8, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement is hereby filed (i) to reallocate the Current Carried Forward Shares from the Prior Plan to the 2008 Plan and (ii) to carry over from the Registration Statement to the 2008 Plan Registration Statement the registration fees paid for the Current Carried Forward Shares being registered under the 2008 Plan Registration Statement.
To the extent any additional shares of Common Stock that remain subject to outstanding awards under the Prior Plan otherwise would have been returned to the Prior Plan after April 24, 2008 on account of the cancellation, expiration, forfeiture, settlement in cash or other termination without delivery of such outstanding awards, those shares of Common Stock instead will be included in the reserve of shares of Common Stock for issuance under the 2008 Plan. Accordingly, the Registrant may periodically file additional post-effective amendment(s) to the Registration Statement and additional Registration Statement(s) on Form S-8 in order to carry forward such shares of Common Stock from the Prior Plan to the 2008 Plan for issuance thereunder.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Livonia, State of Michigan, on the 30th day of June, 2008.
| VALASSIS COMMUNICATIONS, INC. | ||
| By: | /s/Alan F. Schultz | |
| Alan F. Schultz | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE | TITLE | DATE | ||
/s/ Joseph B. Anderson, Jr. | Director | June 30, 2008 | ||
| Joseph B. Anderson, Jr. | ||||
* | Director | June 30, 2008 | ||
| Patrick F. Brennan | ||||
* | Director | June 30, 2008 | ||
| Kenneth V. Darish | ||||
| Director | June 30, 2008 | ||
| Walter H. Ku | ||||
/s/ Robert L. Recchia | Chief Financial Officer and Director | June 30, 2008 | ||
| Robert L. Recchia | (Principal Financial and Accounting Officer) | |||
* | Director | June 30, 2008 | ||
| Marcella A. Sampson | ||||
/s/ Alan F. Schultz | President, Chief Executive Officer and | June 30, 2008 | ||
| Alan F. Schultz | Director (Principal Executive Officer) | |||
/s/ Wallace S. Snyder | Director | June 30, 2008 | ||
| Wallace S. Snyder | ||||
* | Director | June 30, 2008 | ||
| Faith Whittlesey | ||||
| *By: | /s/ Alan F. Schultz | |||
| Alan F. Schultz | ||||
| Attorney-in-fact |