| As filed with the Securities and Exchange Commission on February 29, 2012 | Registration No. 333-136502 |
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
Tractor Supply Company
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 13-3139732 | |
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |
| 200 Powell Place, Brentwood, Tennessee | 37027 | |
| (Address of principal executive offices) | (Zip Code) |
| Tractor Supply Company 2006 Stock Incentive Plan |
| (Full title of the plan) |
| Anthony F. Crudele |
| Executive Vice President – Chief Financial Officer and Treasurer |
| Tractor Supply Company |
| 200 Powell Place |
| Brentwood, Tennessee 37027 |
| (615) 440-4000 |
| (Name, Address, and Telephone Number of Agent for Service) |
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 file,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | þ | Accelerated filer | o | |
| Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o |
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 is being filed by Tractor Supply Company (the “Company”) solely to include as an exhibit the consent of its independent registered public accounting firm to the incorporation by reference of its reports on the financial statements appearing in the Company’s Annual Report on Form 10-K for the year ended December 25, 2010. The consent was inadvertently omitted from such Form 10-K. Other than the addition of the consent as an exhibit to this Post-Effective Amendment No. 1, there is no change to any information contained in the original Registration Statement on Form S-8 (File No. 333-136502) filed with the Securities and Exchange Commission on August 11, 2006.
Reference is made to the attached Exhibit Index, which is incorporated by reference herein.
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 the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brentwood, State of Tennessee, on February 29, 2012.
| Tractor Supply Company | |||
| By: | /s/ Anthony F. Crudele | ||
| Name: Anthony F. Crudele | |||
| Title: Executive Vice President - Chief Financial Officer and Treasurer | |||
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date |
/s/ Anthony F. Crudele Anthony F. Crudele | Executive Vice President – Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | February 29, 2012 |
/s/ James F. Wright James F. Wright | Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) | February 28, 2012 |
* Johnston C. Adams | Director | February 29, 2012 |
* William Bass | Director | February 29, 2012 |
* Peter Bewley | Director | February 29, 2012 |
* Jack C. Bingleman | Director | February 29, 2012 |
* Richard W. Frost | Director | February 29, 2012 |
* Cynthia T. Jamison | Director | February 29, 2012 |
* George MacKenzie | Director | February 29, 2012 |
* Edna K. Morris | Director | February 29, 2012 |
| * By: | /s/ Benjamin F. Parrish, Jr. |
| Benjamin F. Parrish, Jr., Attorney-in-Fact |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 23.1 | Consent of Ernst & Young LLP | |
| 24.1 | Power of Attorney |