As filed with the Securities and Exchange Commission on July 30, 2013

Registration No. 333-116864

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CABELA’S INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	20-0486586
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One Cabela Drive

Sidney, Nebraska 69160

(Address of Principal Executive Offices)

Cabela’s Incorporated Employee Stock Purchase Plan

(Full title of the plan)

Ralph W. Castner

Executive Vice President and Chief Financial Officer

Cabela’s Incorporated

One Cabela Drive

Sidney, Nebraska 69160

(Name and address of agent for service)

(308) 254-5505

(Telephone number, including area code, of agent for service)

With a copy to:

Jeffery R. Schaffart, Esq.

Koley Jessen P.C., L.L.O.

1125 South 103rd Street, Suite 800

Omaha, Nebraska 68124

(402) 390-9500

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	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

EXPLANATORY NOTE

Cabela’s Incorporated (the “Company”) is filing this Post-Effective Amendment No. 1 to deregister certain securities originally registered by the Company pursuant to its Registration Statement on Form S-8 (File No. 333-116864) filed and effective June 25, 2004 (the “2004 Registration Statement”), with respect to 600,000 shares of the Company’s Class A Common Stock(the “ESPP Carried Forward Shares”) that were previously registered for offer and sale pursuant to the Cabela’s Incorporated Employee Stock Purchase Plan (the “2004 ESPP”).

On June 5, 2013, the Company’s stockholders approved the Cabela’s Incorporated 2013 Employee Stock Purchase Plan (the “2013 ESPP”), which replaces the 2004 ESPP for all awards granted on or after August 1, 2013. No future grants of awards will be made under the 2004 ESPP.

Accordingly, the Company files this Post-Effective Amendment No. 1 to deregister the ESPP Carried Forward Shares registered under the 2004 Registration Statement. The Company is concurrently filing a separate registration statement on Form S-8 to, among other things, register the offer and sale under the 2013 ESPP of 2,000,000 shares of the Company’s Class A Common Stock, comprising of (i) 1,400,000 newly registered shares, plus (ii) 600,000 ESPP Carried Forward Shares.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and Rule 478 thereunder, 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 Sidney, State of Nebraska, on July 30, 2013.

	CABELA’S INCORPORATED
By:	/s/ Ralph W. Castner
	Ralph W. Castner
	Executive Vice President and Chief Financial Officer

Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933