S-8 POS

As filed with the Securities and Exchange Commission on December 10, 2010. File No. 33-62538

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

AARON’S, INC.

(Exact name of Registrant as Specified in its Charter)

Georgia	58-0687630
(State or other Jurisdiction of Incorporation)	(IRS Employer Identification No.)

309 E. Paces Ferry Road, N.E. Atlanta, Georgia	30305-2377
(Address of principal executive offices)	(Zip code)

Aaron’s, Inc. Employees Retirement Plan and Trust

(Full Title of the Plan)

Mr. Gilbert L. Danielson
Aaron’s, Inc.
309 E. Paces Ferry Road, N.E.
Atlanta, Georgia 30305

(Name and Address of Agent for Service)

(404) 231-0011

(Telephone Number, Including Area Code, of Agent for Service)

     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. (Check one):

Large Accelerated Filer þ	Accelerated Filer o
Non-Accelerated Filer o (Do not check if a smaller reporting company)	Smaller Reporting Company o

DEREGISTRATION OF SECURITIES

     Aaron’s, Inc. (“the Registrant”) originally filed a Registration Statement on Form S-8, File Number 33-62538, with the Securities and Exchange Commission on May 12, 1993 (the “Registration Statement”), pursuant to which the Registrant registered for issuance under the Aaron’s, Inc. Employees Retirement Plan and Trust, an aggregate of 56,413 shares of common stock, par value $.50 per share (the “Securities”)

     This Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister any and all of the Securities that were registered for issuance pursuant to the Registration Statement and that remain unsold thereunder as of the date hereof.

     Pursuant to Rule 478 promulgated under the Securities Act of 1933, as amended (the “Act”), and the undertaking contained in the Registration Statement pursuant to Item 512(a)(3) of Regulation S-K promulgated under the Act, the Registrant hereby removes the unsold Securities from registration.

PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

     The exhibits included as part of this Registration Statement are as follows:

Exhibit Number	Description
24	Power of Attorney

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 Atlanta, State of Georgia, on December 10, 2010.

AARON’S, INC.
By:	/s/ Gilbert L. Danielson
	Gilbert L. Danielson
	Executive Vice President, Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on December 10, 2010.

Signature	Position
* R. Charles Loudermilk, Sr.	Chairman of the Board of Directors
* Robert C. Loudermilk, Jr.	Chief Executive Officer (Principal Executive Officer), President and Director
* Gilbert L. Danielson	Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer)
* Robert P. Sinclair, Jr.	Vice President, Corporate Controller (Principal Accounting Officer)
* William K. Butler, Jr.	Chief Operating Officer and Director
* Ronald W. Allen	Director

Signature	Position
* Leo Benatar	Director
* David L. Kolb	Director
* John C. Portman, Jr.	Director
* Ray M. Robinson	Director
* John Schuerholz	Director

*By:	/s/ Gilbert L. Danielson
	Gilbert L. Danielson
	Attorney-in-Fact (Pursuant to a Power of Attorney)

     Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have 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 Atlanta, State of Georgia, on December 10, 2010.

AARON’S, INC. EMPLOYEES RETIREMENT PLAN AND TRUST, AS AMENDED AND RESTATED


By: The Aaron’s, Inc. Employee Benefits
        Committee, as Plan Administrator
 

/s/ James L. Cates  

James L. Cates, member of the Aaron’s, Inc.  

Employee Benefits Committee 

/s/ Gilbert L. Danielson  

Gilbert L. Danielson, member of the Aaron’s, Inc. 

Employee Benefits Committee 

/s/ Elizabeth L. Gibbs  

Elizabeth L. Gibbs, member of the Aaron’s, Inc. 

Employee Benefits Committee 

EXHIBIT INDEX

Exhibit Number	Description
24	Power of Attorney

EX-24

EXHIBIT 24

AARON’S, INC.

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, in his or her capacity as a director or officer or both, of Aaron’s, Inc. (the “Company”), does hereby designate, constitute and appoint Robert C. Loudermilk, Jr., Gilbert L. Danielson, and James L. Cates, and each of them acting without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for and in his or her name, place and stead, with full power and authority to act in any and all capacities in connection with (a) a post-effective amendment to a registration statement on Form S-8, File Number 333-160387, filed July 1, 2009, relating to the Company’s 2001 Stock Option and Incentive Award Plan (the “Stock Plan”), for the purpose of deregistering securities registered thereunder (b) a post-effective amendment to a registration statement on Form S-8, File Number 33-62538, filed on May 12, 1993, related to the Aaron’s, Inc. Employees Retirement Plan and Trust (the “401(k) Plan”), for the purposes of deregistering securities registered thereunder and (c) a registration statement on Form S-8 relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of up to 15,482,237 shares of the Company’s combined and renamed Common Stock, $0.50 par value, under the Stock Plan and 401(k) Plan (collectively, the “Filings”) including, without limiting the generality of the foregoing, to execute the Filings (whether on his or her behalf as a director or officer of the Company, as an officer on behalf of the Company, by attesting the seal of the Company, on behalf of the 401(k) Plan, as a member of the Employee Benefits Committee or on behalf or as a member of other persons, entities or bodies administering the 401(k) Plan or otherwise) and any or all amendments or supplements thereto, including any or all post-effective amendments, whether on Form S-8 or otherwise, and to file the same, with all exhibits thereto and other documents in connection therewith, including this power of attorney, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done or incidental to the performance and execution of the powers herein expressly granted and that may be required to enable the Company to comply with the Securities Act or the Securities Exchange Act of 1934, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that either said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, each the undersigned has executed this Power of Attorney this 7^th day of December, 2010.

/s/ Ronald W. Allen	/s/ Leo Benatar
Ronald W. Allen	Leo Benatar
/s/ William K. Butler, Jr.	/s/ Gilbert L. Danielson
William K. Butler, Jr.	Gilbert L. Danielson
/s/ David L. Kolb	/s/ Robert C. Loudermilk, Jr.
David L. Kolb	Robert C. Loudermilk, Jr.
/s/ R. Charles Loudermilk, Sr.	/s/ John C. Portman, Jr.
R. Charles Loudermilk, Sr.	John C. Portman, Jr.
/s/ Ray M. Robinson	/s/ John B. Schuerholz
Ray M. Robinson	John B. Schuerholz