As filed with the Securities and Exchange Commission on December 14, 2017
Registration No. 333-26117
Registration No. 333-48692
Registration No. 333-87028
Registration No. 333-127144
Registration No. 333-127145
Registration No. 333-137778
Registration No. 333-151618
Registration No. 333-159833
Registration No. 333-174394
Registration No. 333-210065
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (No. 333- 26117)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (No. 333- 48692)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (No. 333- 87028)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (No. 333- 127144)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (No. 333- 127145)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (No. 333- 137778)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (No. 333- 151618)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (No. 333- 159833)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (No. 333- 174394)
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (No. 333- 210065)
INVENTURE FOODS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 86-0786101 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) |
5415 East High Street, Suite 350
Phoenix, Arizona 85054
(Address of Principal Executive Offices, including Zip Code)
POORE BROTHERS, INC. 1995 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENTS
INVENTURE FOODS, INC. AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN
INVENTURE FOODS, INC. 2015 EQUITY INCENTIVE PLAN
(Full Title of the Plans)
Dylan Lissette
Chief Executive Officer
Inventure Foods, Inc.
5415 East High Street, Suite 350
Phoenix, Arizona 85054
(623) 932-6200
(Name, address and telephone number of agent for service)
with a copy to:
Richard J. Busis
Cozen O’Connor
1650 Market Street
Suite 2800
Philadelphia, Pennsylvania 19103
(215) 665-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These post-effective amendments relate to the following Registration Statements of Inventure Foods, Inc. (the “Company”) on Form S-8 (collectively, the “Registration Statements”):
| • | Registration Statement on Form S-8 (File No. 333-26117), registering 2,320,000 shares of the Company’s common stock (“Common Stock”), filed with the Securities and Exchange Commission on April 29, 1997; |
| • | Registration Statement on Form S-8 (File No. 333-48692), registering 1,500,000 shares of Common Stock, filed with the Securities and Exchange Commission on October 26, 2000; |
| • | Registration Statement on Form S-8 (File No. 333-87028), registering 600,000 shares of Common Stock, filed with the Securities and Exchange Commission on April 26, 2002; |
| • | Registration Statement on Form S-8 (File No. 333-127144), registering 410,518 shares of Common Stock, filed with the Securities and Exchange Commission on August 3, 2005; |
| • | Registration Statement on Form S-8 (File No. 333-127145), registering 89,482 shares of Common Stock, filed with the Securities and Exchange Commission on August 3, 2005; |
| • | Registration Statement on Form S-8 (File No. 333-137778), registering 1,097,167 shares of Common Stock, filed with the Securities and Exchange Commission on October 3, 2006; |
| • | Registration Statement on Form S-8 (File No. 333-151618), registering 749,900 shares of Common Stock, filed with the Securities and Exchange Commission on June 12, 2008; |
| • | Registration Statement on Form S-8 (File No. 333-159833), registering 545,000 shares of Common Stock, filed with the Securities and Exchange Commission on June 8, 2009; |
| • | Registration Statement on Form S-8 (File No. 333-174394), registering 800,000 shares of Common Stock, filed with the Securities and Exchange Commission on May 20, 2011; and |
| • | Registration Statement on Form S-8 (File No. 333-210065), registering 1,400,560 shares of Common Stock, filed with the Securities and Exchange Commission on March 10, 2016. |
On December 14, 2017, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 25, 2017, by and among the Company, Utz Quality Foods, LLC (“Parent”) and Heron Sub, Inc., a wholly-owned subsidiary of Parent (“Purchaser”), Purchaser merged with and into the Company with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”).
As a result of the Merger, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statements. Accordingly, pursuant to undertakings contained in the Registration Statements 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 these post-effective amendments to remove from registration any and all securities of the Company registered but unsold under the Registration Statements as of the date hereof.
SIGNATURE
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 these post-effective amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hanover, Commonwealth of Pennsylvania, on this 14th day of December, 2017.
| INVENTURE FOODS, INC. | ||
| By: | /s/ Dylan Lissette | |
| Name: Dylan Lissette | ||
| Title: Chief Executive Officer | ||
No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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