0001193125-20-018541.txt : 20200129 0001193125-20-018541.hdr.sgml : 20200129 20200129170455 ACCESSION NUMBER: 0001193125-20-018541 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200129 DATE AS OF CHANGE: 20200129 EFFECTIVENESS DATE: 20200129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wendy's Co CENTRAL INDEX KEY: 0000030697 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 380471180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-82069 FILM NUMBER: 20558960 BUSINESS ADDRESS: STREET 1: ONE DAVE THOMAS BLVD CITY: DUBLIN STATE: OH ZIP: 43017 BUSINESS PHONE: (614) 764-3100 MAIL ADDRESS: STREET 1: ONE DAVE THOMAS BLVD CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: WENDY'S/ARBY'S GROUP, INC. DATE OF NAME CHANGE: 20080926 FORMER COMPANY: FORMER CONFORMED NAME: TRIARC COMPANIES INC DATE OF NAME CHANGE: 19931109 FORMER COMPANY: FORMER CONFORMED NAME: DWG CORP DATE OF NAME CHANGE: 19920703 S-8 POS 1 d879272ds8pos.htm FORM S-8 POS Form S-8 POS

As filed with the Securities and Exchange Commission on January 29, 2020

Registration No. 333-82069

 

 

 

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

 

 

The Wendy’s Company

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   38-0471180
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
One Dave Thomas Blvd., Dublin, Ohio   43017
(Address of Principal Executive Offices)   (Zip Code)

Triarc Companies, Inc. 1998 Equity Participation Plan

(Full title of the plan)

E.J. Wunsch, Esq.

Chief Legal Officer and Secretary

The Wendy’s Company

One Dave Thomas Blvd.

Dublin, Ohio 43017

(614) 764-3100

(Name, address and telephone number, including area code, of agent for service)

With copies to:

Adam L. Miller, Esq.

Vorys, Sater, Seymour and Pease LLP

52 E. Gay Street

Columbus, Ohio 43215

(614) 464-6250

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

  

☒

   

Accelerated filer

  

☐

Non-accelerated filer

  

☐

   

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 13(a) of the Exchange Act.  ☐

 

 

 

DEREGISTRATION OF CERTAIN SECURITIES

The Wendy’s Company (f/k/a Triarc Companies, Inc.) (the “Company”) filed a registration statement on Form S-8, Registration Number 333-82069 (the “Form S-8 Registration Statement”), with the Securities and Exchange Commission on July 1, 1999 to register a total of 5,000,000 shares of Class A Common Stock, par value $0.10 per share, of the Company (the “Class A Common Stock”) for issuance under the Triarc Companies, Inc. 1998 Equity Participation Plan (the “Plan”).

The Plan has since terminated in accordance with its terms and no awards granted under the Plan remain outstanding. In accordance with the undertaking made by the Company in the Form S-8 Registration Statement to remove from registration by means of a post-effective amendment any of the securities that remain unsold at the termination of the offering, this Post-Effective Amendment No. 1 to the Form S-8 Registration Statement is being filed to remove from registration the shares of Class A Common Stock previously registered for offering or sale pursuant to the Plan that remain unsold and unissued, if any, and the Form S-8 Registration Statement is hereby amended to reflect the deregistration of such shares of Class A Common Stock and to terminate the effectiveness of the Form S-8 Registration Statement.

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 Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dublin, State of Ohio, on January 29, 2020.

 

THE WENDY’S COMPANY
By:   /s/ TODD A. PENEGOR
Name   Todd A. Penegor
Title:  

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 has been signed by the following persons in the following capacities on January 29, 2020.

 

Signature

   

Title

/s/ NELSON PELTZ

Nelson Peltz

    Chairman and Director

/s/ PETER W. MAY

Peter W. May

    Vice Chairman and Director

/s/ TODD A. PENEGOR

Todd A. Penegor

   

President and Chief Executive Officer and Director

(Principal Executive Officer)

/s/ KRISTIN A. DOLAN

Kristin A. Dolan

    Director

/s/ KENNETH W. GILBERT

Kenneth W. Gilbert

    Director

/s/ DENNIS M. KASS

Dennis M. Kass

    Director

/s/ JOSEPH A. LEVATO

Joseph A. Levato

    Director

/s/ MICHELLE J. MATHEWS-SPRADLIN

Michelle J. Mathews-Spradlin

    Director

/s/ MATTHEW H. PELTZ

Matthew H. Peltz

    Director

/s/ PETER H. ROTHSCHILD

Peter H. Rothschild

    Director

/s/ ARTHUR B. WINKLEBLACK

Arthur K. Winkleblack

    Director

/s/ GUNTHER PLOSCH

Gunther Plosch

   

Chief Financial Officer

(Principal Financial Officer)

/s/ LEIGH A. BURNSIDE

Leigh A. Burnside

   

Senior Vice President, Finance and Chief Accounting Officer

(Principal Accounting Officer)