As filed with the Securities and Exchange Commission on December 30, 2008
Registration No. 333 - 126901
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
MOVIE GALLERY, INC.
(Exact name of registrant as specified in its charter)
Delaware | 63-1120122 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) |
9275 S.W. Peyton Lane
Wilsonville, OR 97070
(503) 570-1600
(Address, including zip code, and telephone number, including area code
of Registrant’s principal executive offices)
MOVIE GALLERY, INC. 2003 STOCK PLAN
(Full title of the plan)
Pamela R. Schneider, Esq.
Executive Vice President, General Counsel and Secretary
Movie Gallery, Inc.
9275 S.W. Peyton Lane
Wilsonville, OR 97070
(503) 570-1600
(Name, address and telephone number, including area code, of agent for service)
DEREGISTRATION OF SECURITIES
The Registration Statement on Form S–8 (Registration No. 333-126901) (the “Registration Statement”) of Movie Gallery, Inc., a Delaware corporation (the “Company”), pertaining to the registration of 3,500,000 shares of the Company’s common stock, $0.001 par value per share (“Common Stock”) and associated rights to purchase common stock or shares of Series A Junior Participating Preferred Stock (as such amounts may have adjusted for any stock split, stock dividend, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to stockholder other than a normal cash dividend, or similar adjustment), to which this Post–Effective Amendment No. 1 relates, was originally filed by the Company with the Securities and Exchange Commission on July 27, 2005.
As previously reported, the Company and certain of its U.S. subsidiaries (the “Reorganized Debtors”), filed voluntary petitions (the “Chapter 11 Cases”), on October 16, 2007 (the “Commencement Date”), in the United States Bankruptcy Court of the Eastern District of Virginia (the “Bankruptcy Court”) seeking reorganization relief under the provisions of Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”). On May 20, 2008, the date of the Reorganized Debtors’ emergence from bankruptcy (the “Effective Date”), the Reorganized Debtors consummated the transactions contemplated by the Second Amended Joint Plan of Reorganization of Movie Gallery, Inc. and its Debtor Subsidiaries Under Chapter 11 of the Bankruptcy Code With Technical Modifications (the “Plan”). As provided in the Plan, the Company’s old common stock and other equity interests existing immediately prior to the Effective Date (including the shares and interests registered on the Registration Statement) were canceled for no consideration. As a result, the Company has terminated all offerings under the Registration Statement and, in accordance with an undertaking made by the Company to remove from registration, by means of a post–effective amendment, any securities which remain unsold at the termination of the offering, the Company hereby removes from registration all securities registered under the Registration Statement which remained unsold as of the Effective Date.
2
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Wilsonville, OR, on December 30, 2008.
MOVIE GALLERY, INC. | ||
By: | /s/ Clarence J. Gabriel, Jr. | |
Clarence J. Gabriel, Jr. | ||
President and Chief Executive Officer |
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 date indicated.
Signature | Title | Date | ||
/s/ Clarence J. Gabriel, Jr. | President and Chief Executive Officer; Director | December 30, 2008 | ||
Clarence J. Gabriel, Jr. | (Principal Executive Officer) | |||
/s/ Lucinda M. Baier | Executive Vice President and Chief Financial Officer | December 30, 2008 | ||
Lucinda M. Baier | (Principal Accounting and Financial Officer) | |||
/s/ Neil S. Subin* | Chairman of the Board | December 30, 2008 | ||
Neil S. Subin | ||||
/s/ Robert Fiorella* | Director | December 30, 2008 | ||
Robert Fiorella | ||||
/s/ Mark E. Holliday* | Director | December 30, 2008 | ||
Mark E. Holliday | ||||
| Director | |||
Thomas B. McGrath | ||||
/s/ Steven D. Scheiwe* | Director | December 30, 2008 | ||
Steven D. Scheiwe | ||||
/s/ Richard L. Shorten Jr.* | Director | December 30, 2008 | ||
Richard L. Shorten, Jr. |
* | Pamela R. Schneider, as attorney in fact for each person indicated. |
EXHIBIT INDEX
Exhibit No. | ||
24.1 | Power of Attorney |