As filed with the Securities and Exchange Commission on February 5, 2014
Registration No. 333-191187
Registration No. 333-187800
Registration No. 333-152026
Registration No. 333-171150
Registration No. 333-178331
Registration No. 333-184000
Registration No. 333-52919
Registration No. 333-74263
Registration No. 333-50466
Registration No. 333-87162
Registration No. 333-104072
Registration No. 333-128158
Registration No. 333-142661
Registration No. 33-59670
Registration No. 333-00022
Registration No. 333-00024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-191187
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-187800
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-152026
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-171150
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-178331
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-184000
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-52919
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-74263
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-50466
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-87162
Post-Effective Amendment No. 6 to Form S–8 Registration Statement No. 333-104072
Post-Effective Amendment No. 6 to Form S–8 Registration Statement No. 333-128158
Post-Effective Amendment No. 2 to Form S–8 Registration Statement No. 333-142661
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 33-59670
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-00022
Post-Effective Amendment No. 2 to Form S–8 Registration Statement No. 333-00024
UNDER
THE SECURITIES ACT OF 1933
VALASSIS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 33-2760940 | |
| (State or other jurisdiction of incorporation) | (IRS Employer Identification Number) | |
19975 Victor Parkway Livonia, Michigan | 48125 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
AMENDED AND RESTATED VALASSIS COMMUNICATIONS, INC. 2008 OMNIBUS INCENTIVE COMPENSATION PLAN
VALASSIS EMPLOYEES’ RETIREMENT SAVINGS PLAN
VALASSIS COMMUNICATIONS, INC. 2008 OMNIBUS INCENTIVE COMPENSATION PLAN
VALASSIS COMMUNICATIONS, INC. 1992 LONG-TERM INCENTIVE PLAN
VALASSIS COMMUNICATIONS, INC. NON-EMPLOYEE DIRECTORS’ STOCK COMPENSATION PLAN
VALASSIS COMMUNICATIONS, INC. AMENDED AND RESTATED 1992 LONG-TERM INCENTIVE PLAN
VALASSIS COMMUNICATIONS, INC. BROAD-BASED INCENTIVE PLAN
VALASSIS COMMUNICATIONS, INC. 2002 LONG-TERM INCENTIVE PLAN
VALASSIS COMMUNICATIONS, INC. 2005 EXECUTIVE RESTRICTED STOCK PLAN
VALASSIS COMMUNICATIONS, INC. 2005 EMPLOYEE AND DIRECTOR RESTRICTED STOCK AWARD PLAN
ADVO, INC. 2006 INCENTIVE COMPENSATION PLAN, AS AMENDED
VALASSIS COMMUNICATIONS, INC. EMPLOYEES’ 401(K) RETIREMENT SAVINGS PLAN
VALASSIS COMMUNICATIONS, INC. EMPLOYEE STOCK PURCHASE PLAN
VALASSIS COMMUNICATIONS, INC. EMPLOYEE AND DIRECTOR RESTRICTED STOCK AWARD PLAN
VALASSIS COMMUNICATIONS, INC. EXECUTIVE RESTRICTED STOCK AWARD PLAN
(Full title of the plans)
Todd L. Wiseley, Esq.
Valassis Communications, Inc.
19975 Victor Parkway
Livonia, Michigan 48125
(Name and address of agent for service)
(734) 591-3000
(Telephone number, including area code, of agent for service)
Copies to:
Carol Anne Huff
R. Henry Kleeman
Kirkland & Ellis LLP
300 N. LaSalle
Chicago, IL 60654
(312) 862-2163
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.
Large accelerated filerx | Accelerated filer | ¨ | ||||||
Non-accelerated filer¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | ||||||
DEREGISTRATION OF SECURITIES
These post-effective amendments (the “Post-Effective Amendments”), filed by Valassis Communications, Inc., a Delaware corporation (the “Company”), remove from registration all shares of common stock, par value $0.01 per share, of the Company (the “Shares”) registered under the following Registration Statements on Form S-8 filed by the Company (the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”), pertaining to the registration of the Shares offered under certain employee benefit and equity plans and agreements.
Registration No. | Date Filed with the SEC | Name of Equity Plan or Agreement | Shares | |||||
| 333-191187 | September 16, 2013 | Amended and Restated Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan | 1,816,571 | |||||
| 333-187800 | April 8, 2013 | Valassis Employees’ Retirement Savings Plan | 750,000 | |||||
| 333-152026 | June 30, 2008 | Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan | 7,268,233 | |||||
| 333-171150 | December 14, 2010 | Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan | 952,032 | |||||
| 333-178331 | December 5, 2011 | Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan | 715,169 | |||||
| 333-184000 | September 20, 2012 | Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan | 1,438,116 | |||||
| 333-52919 | May 18, 1998 | Valassis Communications, Inc. 1992 Long-Term Incentive Plan | 750,000 | |||||
| 333-74263 | March 11, 1999 | Valassis Communications, Inc. Amended and Restated 1992 Long-Term Incentive Plan | 3,325,000 | |||||
| 333-50466 | November 22, 2000 | Valassis Communications, Inc. Broad-Based Incentive Plan | 485,000 | |||||
| 333-87162 | April 29, 2002 | Valassis Communications, Inc. Broad-Based Incentive Plan
Valassis Communications, Inc. Amended and Restated 1992 Long-Term Incentive Plan |
| 1,030,000
2,390,000 |
| |||
| 333-104072 | March 27, 2003 | Valassis Communications, Inc. 2002 Long-Term Incentive Plan | 3,500,000 | |||||
| 333-128158 | September 7, 2005 | Valassis Communications, Inc. 2005 Executive Restricted Stock Plan
Valassis Communications, Inc. 2005 Employee and Director Restricted Stock Award Plan
Valassis Communications, Inc. Broad-Based Incentive Plan |
| 150,000
150,000
650,000 |
| |||
| 333-142661 | May 7, 2007 | ADVO, Inc. 2006 Incentive Compensation Plan, As Amended | 8,022,331 | |||||
| 33-59670 | March 17, 1993 | Valassis Communications, Inc. 1992 Long-Term Incentive Plan
Valassis Communications, Inc. Non-Employee Directors’ Stock Compensation Plan | 2,788,947 | |||||
| 333-00022 | January 3, 1996 | Valassis Communications, Inc. 1992 Long-Term Incentive Plan | 250,000 | |||||
| 333-00024 | January 3, 1996 | Valassis Communications, Inc. Employees’ 401(K) Retirement Savings Plan
Valassis Communications, Inc. Employee Stock Purchase Plan
Valassis Communications, Inc. Employee and Director Restricted Stock Award Plan
Valassis Communications, Inc. Executive Restricted Stock Award Plan | 750,000 | |||||
On December 17, 2013, the Company entered into an Agreement and Plan of Merger with Harland Clarke Holdings Corp., a Delaware corporation (“Parent”), and V Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), providing for, among other things, the merger of Purchaser with and into the Company with the Company becoming a wholly owned subsidiary of Parent (the “Merger”) pursuant to Section 251(h) of the Delaware General Corporation Law. The Merger became effective on February 4, 2014, pursuant to the Certificate of Merger filed with the Secretary of State of the State of Delaware.
As a result of the Merger, the Company has terminated all offerings of its Shares pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any Shares which remain unsold at the termination of the offering, the Company hereby removes from registration all Shares registered under the Registration Statements that remain unsold as of the date hereof and terminates the effectiveness of the Registration Statements.
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 the City of Livonia, State of Michigan, on February 5, 2014. No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933.
| VALASSIS COMMUNICATIONS, INC. | ||
| By: | /s/ Robert A. Mason | |
Robert A. Mason Chief Executive Officer | ||