As filed with the Securities and Exchange Commission on September 9, 2011
Registration No. 333-176510
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
SFN GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of
Incorporation or Organization) | | 36-3536544 (IRS Employer
Identification No.) |
2050 Spectrum Boulevard
Fort Lauderdale, Florida 33309
(Address of Principal Executive Offices) (Zip Code)
SFN GROUP, INC. AMENDED AND RESTATED 2006 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Thad Florence
Vice President Legal & Corporate Secretary
SFN Group, Inc.
2050 Spectrum Boulevard
Fort Lauderdale, Florida 33309
(954) 308-7600
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Timothy Mann, Jr., Esq.
Jones Day
1420 Peachtree, N.E.
Atlanta, Georgia 30309-3053
(404) 581-3939
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 filer | o | | Accelerated filer | x |
Non-accelerated filer | o (Do not check if a smaller reporting company) | | Smaller reporting company | o |
DEREGISTRATION OF SECURITIES
On August 26, 2011, SFN Group, Inc., a Delaware corporation (the “Company”), filed a registration statement on Form S-8 (Registration No. 333-176510) (the “Registration Statement”) with the U.S. Securities and Exchange Commission with respect to a total of 2,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), authorized for issuance under the SFN Group, Inc. Amended and Restated 2006 Stock Incentive Plan (the “Plan”). The Registration Statement also covered (1) such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan and (2) rights to purchase Participating Preferred Stock, par value $0.01 per share, to be issued with respect to each share of Common Stock issued under the Plan.
On September 2, 2011, pursuant to the Agreement and Plan of Merger, dated as of July 20, 2011, by and among the Company, Randstad North America, L.P. (“Parent”) and Cosmo Delaware Acquisition Corp. (“Purchaser”), Purchaser merged with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). As a result of the Merger, the Company’s Common Stock is no longer publicly traded. Accordingly, the Company wishes to terminate the offering of securities registered pursuant to the Registration Statement.
Pursuant to the undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to terminate the effectiveness of such Registration Statement and to deregister all of the shares of Common Stock that remain unsold as of the date hereof.
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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 No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on September 9, 2011.
| SFN GROUP, INC. |
| | |
| By: | /s/ MARK W. SMITH |
| | Name: | Mark W. Smith |
| | Title: | Vice President |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature | | Title | | Date |
| | | | |
/s/ GREG NETLAND | | President and Director | | September 9, 2011 |
Greg Netland | | (Principal Executive Officer) | | |
| | | | |
/s/ RON FUCCILLO | | Vice President, Treasurer and Director | | September 9, 2011 |
Ron Fuccillo | | (Principal Financial and Accounting Officer) | | |
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