As filed with the Securities and Exchange Commission on April 13, 2015
Registration No. 333-102141
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
RADIOSHACK CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 75-1047710 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
Mail Stop CF3-201
300 RadioShack Circle
Fort Worth, Texas 76102
(Address of Principal Executive Offices) (Zip Code)
RADIOSHACK CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN
AND
RADIOSHACK CORPORATION EXECUTIVE DEFERRED STOCK PLAN
(Full title of the plan)
Robert C. Donohoo
Vice President, General Counsel and Corporate Secretary
Mail Stop CF3-201
300 RadioShack Circle
Fort Worth, Texas 76102
(Name and address of agent for service)
(817) 415-3011
(Telephone number, including area code, of agent for service)
With copies to:
James E. O’Bannon
Jones Day
2727 N. Harwood Street
Dallas, Texas 75201
(214) 220-3939
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 | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
On December 23, 2002, RadioShack Corporation (the “Registrant”) filed a registration statement on Form S-8 (Registration No. 333-102141) (the “Registration Statement”) registering (1) 2,000,000 shares of the Registrant’s common stock, par value $1.00 per share, and related preferred share purchase rights, for issuance under the RadioShack Corporation Executive Deferred Compensation Plan (the “EDCP”) and the RadioShack Corporation Executive Deferred Stock Plan (the “EDSP” and, together with the EDCP, the “Plans”), (2) $11,000,000 of unsecured Deferred Compensation Obligations to pay deferred compensation in the future in accordance with the terms of the Plans and (3) an indeterminate amount of plan interests to be offered and sold pursuant to the Plans. The Registration Statement was filed, in part, to notify the Securities and Exchange Commission of the new names of the Plans and to register additional securities of the Registrant of the same classes as were previously registered on a registration statement on Form S-8 (Registration No. 333-47893) filed on March 13, 1998 for the Plans.
On February 5, 2015, the Registrant and its direct and indirect domestic subsidiaries filed voluntary petitions for relief (the “Chapter 11 Petitions”) under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. As a result of the Chapter 11 Petitions, the Registrant has terminated offers of securities pursuant to the Plans. In accordance with an undertaking made by the Registrant in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that have been registered for issuance but remain unsold at the termination of the offering, the Registrant hereby removes from registration all securities that were registered but remain unsold under the Registration Statement. Upon effectiveness hereof, no securities will remain registered under the Registration Statement for issuance under the Plans.
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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, Texas on April 13, 2015.
| RADIOSHACK CORPORATION | ||||
| By: | /s/ Robert C. Donohoo | |||
| Name: | Robert C. Donohoo | |||
| Title: | Vice President, General Counsel and Corporate Secretary | |||